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

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed delivered or made available (or made available on the SEC website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC since June 28January 1, 20062015, including all amendments thereto (collectively, the “Parent SEC Documents”). Parent has made available to the Company Since January 1, 2015, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent or its officers with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete SEC or any member of its staff. (b) Parent maintains disclosure controls and correct copy of any amendments procedures sufficient under Rule 13a-15 or modifications, which have not yet been filed with 15d-15 under the SEC but which Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Parent Entities required to be filed, to agreements, documents or other instruments which previously had been filed disclosed by Parent with in the SEC pursuant reports that it is required to file, submit or furnish under the Securities Exchange Act or is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2017, and such assessment concluded that such controls were effective. To the Knowledge of Parent, since January 1, 2018 until the date hereof, neither Parent nor any of its Subsidiaries nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Parent Entities; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Parent Entities are required by GAAP to be included in the consolidated financial statements of Parent contained or incorporated by reference in the Parent SEC Documents. (d) Parent’s auditor has at all times since engagement by Parent been, to the Knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Parent Accounting Oversight Board thereunder. The Parent’s auditor has not provided any non-audit services for the Parent Entities that were not approved in violation with Section 201 of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2014. All such required registration forms, statements, prospectuses, reports, schedules, formsreports and documents, statements and other documents (including those that Parent may file subsequent to as supplemented, modified or amended since the date hereof) time of filing, are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available subject to the Company a complete periodic and correct copy current reporting requirements of any amendments Section 13 or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or 15(d) of the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), at the time filed (i) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (ii) were prepared in conformity with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole). The balance sheet of the Company as of September 30, 2016 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has any Liabilities except for: (i) Liabilities reflected on, accrued on or reserved against on the Company Balance Sheet in accordance with GAAP, (ii) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) Liabilities incurred under executory Contracts to which the Company or a Subsidiary is a party, other than as a result of a breach thereunder, (iv) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement and the Transactions, (v) Liabilities contemplated or expressly permitted by this Agreement and (vi) Liabilities that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as reflected in the Company SEC Reports, neither the Company nor any Subsidiary is a party to, nor does it have any obligation or other commitment to become a party to, any material “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 such Subsidiary in the Company SEC Reports. From March 4, 2016 through the Agreement Date, the Company has not had any material dispute with any of its auditors regarding accounting matters or policies. There has been no change in the Company’s accounting policies from January 1, 2014 through the Agreement Date, except as described in the Financial Statements. (c) From March 4, 2016 through the Agreement Date, the SEC has not provided comments to the Company in connection with any Company SEC Reports that, to the knowledge of the Company, remain unresolved. (d) Except for any Company Debt between or among any of the Company and the Subsidiaries, Schedule 3.4(d) accurately lists all Company Debt for borrowed money or involving letters of credit as of the Agreement Date individually involving a principal amount in excess of $1,000,000, including, for each item of Company Debt, the Contract governing such Company Debt. (e) The Company has established and maintains and has since January 1, 2014 maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with 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 that could have a material effect on the financial statements. As of the Agreement Date, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that have been identified by the Company’s auditors and would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data. To the knowledge of the Company, since January 1, 2014 to the Agreement Date, neither the Company nor the Company’s independent registered accountant has identified or been made aware of any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting.

SEC Filings; Financial Statements; Internal Controls. (a) The Company SEC Filings. Parent has filed Reports constitute all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it the Company with the SEC during the period since June 28January 1, 20062012. Parent has made available to the The Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form SEC Reports filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended on or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports Agreement (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or 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. There are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated balance sheets and the related consolidated statements of operations and comprehensive (loss) income, consolidated statements of stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) complied in all material respects with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) 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, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) Since January 1, 2012 through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries, has received any complaint, allegation, assertion or claim in writing that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, other than any such complaint, allegation, assertion or claim that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board 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) in compliance with the Exchange Act. (f) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance with the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28February 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2021. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (prior to the Agreement Date in the case of Company SEC Reports originally filed prior to the Agreement Date), revised, amended, modified or superseded by a subsequently filed Company SEC Report. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and its Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and its Subsidiaries, taken as a whole). Parent The balance sheet of the Company as of January 31, 2023 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any of its Subsidiaries has previously any Liabilities except for: (i) Liabilities reflected on, accrued on or reserved against on the Company Balance Sheet in accordance with GAAP, (ii) Liabilities incurred since the Company Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities incurred under executory Contracts to which the Company is a party, other than as a result of a breach thereunder, (iv) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement, (v) Liabilities expressly required by or incurred pursuant to the terms of this Agreement and (vi) Liabilities incurred after the Agreement Date that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as reflected in the Financial Statements, neither the Company nor any of its Subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”)). All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP in all material respects. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) FASB ASC 606–Revenue Recognition. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in FASB ASC 450–Contingencies) that are not adequately provided for in the Company Balance Sheet as required by FASB ASC Topic 450. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year. The books and records of the Company and each of its Subsidiaries have been, and are being, maintained in all material respects in accordance with Applicable Legal Requirements and applicable accounting requirements and the Financial Statements are consistent in all material respects with such books and records. There has been no material change in the Company’s accounting policies since February 1, 2021, except as described in the Financial Statements. (c) The Company has made available to the Company Parent a true, correct and complete and correct copy of any amendments or modifications, which modifications that have not yet been filed with the SEC but which that are required to be filed, so filed to agreements, documents or other instruments which previously had been that were filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act, as well as any comment letters or similar correspondence received by the Company from the SEC for the Company’s three (3) most recently completed fiscal years and its current fiscal year. The SEC has not provided written comments to the Company in connection with any Company SEC Reports that to the Knowledge of the Company remain unresolved. To the Knowledge of the Company, no investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or threatened. (d) Schedule 2.4(d) of the Company Disclosure Letter accurately lists all indebtedness of the Company or its Subsidiaries for borrowed money and all notes, bonds and other debt securities of the Company or its Subsidiaries (other than indebtedness owed by the Company to any directly or indirectly wholly-owned Subsidiary thereof or by any directly or indirectly owed by the wholly-owned Subsidiary of the Company to the Company or another directly or indirectly wholly-owned Subsidiary of the Company), each in excess of $10,000,000, as of the Agreement Date, including, for each item of such indebtedness, the Contract governing such indebtedness. All such indebtedness for borrowed money may be prepaid at the Closing without penalty under the terms of the agreements governing such indebtedness. (e) The Company has established and maintains (i) a system of internal accounting controls that complies with Section 13(b)(2)(B) of the Exchange Act, (ii) “disclosure controls and procedures” required by Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act (as such term is defined therein) and such disclosure controls and procedures are designed to be effective for the purpose for which they were established and (iii) “internal control over financial reporting” (as defined in Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act) and such internal control over financial reporting is designed to be effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements in accordance with GAAP. Since February 1, 2021, 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, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”) and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications were true and accurate in all material respects as of the date made. To the Knowledge of the Company, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that could adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial, accounting and compliance officers and those performing similar functions. The Company has disclosed any material violation or waiver of such code of ethics, to the extent required by Section 406(b) of SOXA. To the Knowledge of the Company, there is no fraud or any material violation of the Company’s code of ethics that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) Since February 1, 2021, neither the Company nor any of its Subsidiaries nor, to Knowledge of the Company, any Company Representative has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company, (ii) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company, or any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding the foregoing, (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or (iv) any material inaccuracy in the Company’s Financial Statements. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of fraud or a material violation of securities laws or other Applicable Legal Requirements, breach of fiduciary duty or similar violation by the Company or any Company Representative. (g) The Company is in compliance with the applicable criteria for continued listing of the Company Common Stock on the Nasdaq Global Select Market, including all applicable corporate governance rules and regulations. (h) All Company Options, Company RSUs and Company PSUs granted by the Company have been duly and validly approved by (i) the Company Board, or by a duly constituted committee of the Company Board to which the administration of such awards under the applicable Company Equity Plan has been delegated, at a valid meeting of such Company Board or committee or pursuant to a valid unanimous written consent of the members of such Company Board or committee or (ii) the Chief Executive Officer of the Company in cases where such officer has been duly authorized by the Company Board to approve such awards. All grants of Company Options, Company RSUs and Company PSUs are in compliance in all material respects with the terms of the applicable Company Equity Plan under which such Company Options, Company RSUs and Company PSUs were granted.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements United States Securities and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents Exchange Commission (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC”) during the period since May 29, 2008 (the “Company SEC Reports.” As of their respective dates”). The Company SEC Reports, or, if each as filed or amended on or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports hereof (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports filed on or prior to the date hereof. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review or investigation. None of Parent’s the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) complied in all material respects with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC for normal year-end audit adjustments and for the absence of notes, if applicable) and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) 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, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) Since January 1, 2008 through the date of this Agreement, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of the Company Subsidiaries has received any material complaint, allegation, assertion or claim, in writing that the Company or any of the Company Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices and (ii) to the Knowledge of the Company, no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board 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) in compliance with the Exchange Act. (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 the chief executive officer and the chief financial officer of the Company by others within the Company 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. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Filings. Parent has filed Reports constitute all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it Parent with the SEC during the period since June 28January 1, 20062012. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “The Parent SEC Reports.” As of their respective dates, or, if amended Reports filed on or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports Agreement (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) as of their respective filing dates did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or 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. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated balance sheets and the related consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Parent SEC Reports, each as amended (collectively, the “Parent Financial Statements”), (i) complied in all material respects with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Parent SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. (d) Since January 1, 2012 through the date of this Agreement, (i) neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any director or executive officer of Parent or any of its Subsidiaries, has received any complaint, allegation, assertion or claim in writing that Parent or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, other than any such complaint, allegation, assertion or claim that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (ii) to the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to Parent Board or any committee thereof or to any director or officer of Parent. (e) Parent 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) in compliance with the Exchange Act. (f) Parent maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance with the Exchange Act. (g) Parent is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Company SEC Filings. Parent has filed Reports constitute all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it the Company with the SEC since June 28February 1, 20062015. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, dates (or, if amended or supplemented prior to the date of this Agreementamended, as of the date of such amendment or supplementamendment), each Parent the Company SEC Reports filed on or prior to the date of this Agreement (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of no such superseding filing, amendment or supplement, contain Company SEC Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to any Company SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) complied in all material respects with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) 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, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) Since February 1, 2015 through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any complaint, allegation, assertion or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, 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 Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board 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) in compliance with the Exchange Act. (f) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance with the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC. (h) Section 4.08(h) of the Company Disclosure Letter lists with respect to cash, cash equivalents and short-term and long-term investment balances as of the date of the Most Recent Company Balance Sheet and as of January 31, 2018 (i) the countries in which such items are maintained and the amount of such items held in such countries, (ii) the investment type, maturity date, currency and obligor of each instrument and/or investment that comprised such items and (iii) all restrictions on use of such items.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent Quartet has made available to the Company all such and the Stockholders a correct and complete copy of each report, registration statements, prospectuses, reports, schedules, forms, statements statement and other documents in definitive proxy statement filed by Quartet (the form filed “Quartet SEC Reports”) with the SEC. All such required registration statements, prospectuses, reports, schedules, which are all the forms, statements reports and other documents (including those that Parent may file subsequent required to be filed by Quartet with the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of . All Quartet SEC Reports required to be filed by Quartet in the twelve (12) month period prior to the date of such amendment or supplement, each Parent this Agreement were filed in a timely manner. As of their respective dates the Quartet SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Quartet SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or and if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment filing and as so amended or supplement, superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Quartet makes no representation or warranty whatsoever concerning any Quartet SEC Report as of Parent’s Subsidiaries is any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to file the Quartet SEC Documents are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects. (b) Each set of financial statements (including, in each case, any formsrelated notes thereto) contained in Quartet SEC Reports, reports including each Quartet SEC Report filed after the date hereof until the Closing, complied or other documents will comply as to form with the SEC. Parent has previously published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of Quartet at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Quartet taken as a whole. (c) Quartet maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act, and such disclosure controls and procedures are designed to ensure that all material information concerning Quartet is made available known on a timely basis to the Company a complete and correct copy individuals responsible for the preparation of any amendments or modifications, which have not yet been filed Quartet’s filings with the SEC but which are and other public disclosure documents. (d) To the knowledge of Quartet, Quartet’s auditor has at all required times since the date of enactment of the Sxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act); (ii) “independent” with respect to be filed, to agreements, documents or other instruments which previously had been filed by Parent with Quartet within the SEC pursuant to the Securities Act or meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Filings. Parent has filed Reports constitute all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it Parent with the SEC since June 28January 1, 20062015. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, dates (or, if amended or supplemented prior to the date of this Agreementamended, as of the date of such amendment or supplementamendment), each the Parent SEC Reports filed on or prior to the date of this Agreement (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of no such superseding filing, amendment or supplement, contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to any Parent SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Parent SEC Reports, each as amended (collectively, the “Parent Financial Statements”), (i) complied in all material respects with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Parent SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. (d) Since January 1, 2015 through the date of this Agreement, (i) neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any director or executive officer of Parent or any of its Subsidiaries has received any complaint, allegation, assertion or claim, in writing that Parent or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) to the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to Parent Board or any committee thereof or to any director or officer of Parent. (e) Parent 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) in compliance with the Exchange Act. (f) Parent maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance with the Exchange Act. (g) Parent is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis all required registration forms, statements, prospectusescertifications, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act since June 28the effective date of its registration statement on Form F-1 (the “Applicable Company Date”) (the forms, 2006. Parent has made available statements, reports and documents filed with or furnished to the SEC from the Applicable Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent Date to the date hereof) are referred to herein as of this Agreement, the “Parent Company Filed SEC Reports.” As ”). Each Company Filed SEC Report, at its effective date (in the case of their respective datesregistration statements filed pursuant to the Securities Act), oror at the time of its filing or being furnished (in the case of other Company Filed SEC Reports), if amended or supplemented after an amendment was filed prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations Xxxxxxxx-Xxxxx Act of 2002 (the SEC thereunder “Xxxxxxxx-Xxxxx Act”) as it is applicable to such Parent SEC Reports and the Company. As of their respective dates (ii) did not at the time it was filed (or became effective in the case of a registration statement)or, or if amended, supplemented or superseded by a filing amended prior to the date hereof, as of this Agreement then on the date of such superseding filing, amendment or supplement, amendment) the Company Filed SEC Reports did not contain any untrue statement of a material fact or 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 in which they were made, not misleading. None Each English language translation of Parent’s a non English language document filed as an exhibit to, or incorporated by reference into, any Company Filed SEC Report constitutes a true, correct and complete translation of the original document in all material respects. (b) Neither the Company nor any of its Subsidiaries is or at any time has been required to file or furnish any forms, statements, certifications, reports and documents required to be filed with the Israeli Securities Authority under the Israeli Securities Law 1968 or any regulation promulgated thereunder. (c) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and with the corporate governance requirements of the Companies Law. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the applicable provisions of the Xxxxxxxx-Xxxxx Act became applicable to the Company, neither the Company nor any of its Subsidiaries has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any executive officer or director of the Company or any of its Subsidiaries in violation of the Exchange Act. (d) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles 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 material differences. The Company’s management has disclosed to the Company’s auditors and the audit committee of the board of directors of the Company (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the board of directors of the Company any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other documents with employees who have a significant role in the SECCompany’s internal control over financial reporting. Parent The Company has previously made available to the Parent (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since the Applicable Company Date, and (ii) any material communication since the Applicable Company Date made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Between the Applicable Company Date and the date of this Agreement, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from the Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to the Parent a summary of all such material complaints or concerns relating to other matters made since the Applicable Company Date through the Company’s whistleblower hot-line or equivalent system for receipt of employee or other Person’s concerns regarding possible violations of law by the Company or any of its Subsidiaries or any of their respective employees. Between the Applicable Company Date and the date of this Agreement, 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 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’s audit committee (or other committee designated for the purpose) of the board of directors or the board of directors of the Company pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. (e) The consolidated financial statements of the Company (including any related notes thereto) included or incorporated by reference in the Company Filed SEC Reports (as the same may have been restated or otherwise amended in a subsequent Company Filed SEC Report) comply as to form, as of their respective dates of filing with the SEC (or, in the case of amended or restated filings, as of the date of the latest amendment or restatement was filed with or furnished to the SEC), in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the “Accounting Rules”), have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, for the absence of footnotes) applied on a consistent basis during the periods involved (except as may be 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 dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of any interim statements, to normal year-end adjustments and to any other adjustments described therein including the notes thereto). (f) The Company has previously furnished to the Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent the Company may file subsequent to the date hereof) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent The Company has previously made available furnished to the Company Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent Company with the SEC pursuant to the Securities Act or the Exchange Act. The Company has timely responded to all comment letters of the staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The Company and each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market (“Nasdaq”).

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent Xxxxx has timely filed and made available to Oak all required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Xxxxx with the SEC since June 28December 31, 20061999, other than registration statements on Form S-8 (collectively, the “Xxxxx SEC Reports”). Parent has made available to Each of the Company all such registration statements, prospectuses, reports, schedules, Xxxxx SEC Reports and any forms, statements and other reports or documents in the form filed by Xxxxx with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to after the date of this Agreement, as of Agreement until the date of such amendment or supplement, each Parent SEC Reports Closing (i) at the time of it filing, complied or will comply in all material respects with the applicable requirements of the Securities Act, or Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Reports promulgated thereunder, and (ii) did not or will not at the time it of its filing was filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement subsequent filing, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Xxxxx SEC Report or necessary in order to make the statements thereinin such Xxxxx SEC Report, in the light of the circumstances under which they were made, not misleading. None of ParentZoran’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Xxxxx has timely filed and made available to Oak all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Xxxxx SEC Report. Parent Xxxxx has previously made available to Oak all comment letters received by Xxxxx from the Staff of the SEC since December 31, 1999 and all responses to such comment letters filed by or on behalf of Xxxxx. Xxxxx maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Xxxxx and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Zoran’s SEC filings and other public disclosure documents. To Zoran’s knowledge, each director and executive officer of Xxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2002. As used in this Section 4.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Company a complete SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Xxxxx SEC Reports, and correct copy of in any amendments forms, reports or modifications, which have not yet been documents filed by Xxxxx with the SEC but after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted for quarterly reports on Form 10-Q) and fairly present, or will fairly present, the consolidated financial position of Xxxxx and its Subsidiaries as of the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments which are required were not or will not be expected to be filedmaterial in amount. The unaudited consolidated balance sheet of Xxxxx as of December 31, 2002, as contained in the Xxxxx SEC Reports, is referred to agreementsherein as the “Xxxxx Balance Sheet.” The Xxxxx Disclosure Schedule lists, documents and Xxxxx has made available to Oak true and correct copies of the documentation creating or other instruments which previously had been filed governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K) effected by Parent Xxxxx or any of its Subsidiaries since December 31, 2002. The Xxxxx Disclosure Schedule lists all non-audit services performed by PricewaterhouseCoopers LLP for Xxxxx and its Subsidiaries since December 31, 2002. (d) Xxxxx maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Xxxxx and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (e) All accounts receivable of Xxxxx and its Subsidiaries reflected on the Xxxxx Balance Sheet or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with SEC pursuant regulations and GAAP applied on a consistent basis and are not subject to valid defenses, setoffs or counterclaims. Zoran’s reserve for contractual allowances and doubtful accounts is adequate and has been calculated in a manner consistent with past practices. Since the Securities Act date of the Xxxxx Balance Sheet, neither Xxxxx nor any of its Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which Xxxxx or any of its Subsidiaries sell goods, fill orders or record sales. (f) All accounts payable of Xxxxx and its Subsidiaries are the Exchange Actresult of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the date of the Xxxxx Balance Sheet, Xxxxx and its Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. The Company has timely filed and made available to Parent has filed all required registration statements, prospectusesforms, reports, schedules, forms, statements and other documents (documents, including any exhibits and all other information incorporated by reference) thereto, required to be filed by it the Company with the SEC since June 28(collectively, 2006the “Company SEC Reports”). Parent has made available The Company SEC Reports, including all forms, reports and documents to be filed by the Company with the SEC after the date hereof and prior to the Company all such registration statementsEffective Time, prospectuses(i) were and, reports, schedules, forms, statements and other documents in the form case of Company SEC Reports filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to after the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied will be prepared in all material respects in accordance with the applicable requirements of the Securities Act, or Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports thereunder, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing), amendment or supplementand in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of Parentthe Company’s Subsidiaries is required to file any forms, reports reports, schedules, statements or other documents with the SEC. Parent has previously made available to . (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Company SEC Reports, including any Company SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto) applied on a complete consistent basis throughout the periods involved and correct copy fairly presented or will fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any amendments or modifications, unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not yet been filed with the SEC but which and are required not expected to be filedmaterial in amount, individually or in the aggregate. The audited balance sheet of the Company contained in the Company SEC Report on Form 10-K for the fiscal year ended December 31, 2002 is referred to agreementsherein as the “Company Balance Sheet.” (c) The chief executive officer and chief financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, documents or other instruments which previously had been filed by Parent with and the SEC pursuant to statements contained in any such certifications are complete and correct; the Securities Act or Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); and the Company is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent The Company has made available to the Company Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent the Company may file subsequent to the date hereof) are referred to herein as the “Parent "COMPANY SEC ReportsREPORTS.” " As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent The Company has previously made available furnished to the Company Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange ActAct and complete and correct copies of any correspondence with, and inquiries from the SEC with respect to previously filed Company SEC Reports.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of under the Securities Act, Act or the Exchange Act, as the case may be, since December 31, 2009. All such required forms, reports and other documents filed or furnished (or to be filed or furnished prior to the Effective Time), as each of the foregoing has been amended since the time of its filing, are referred to herein as the "Company SEC Filings." Each Company SEC Filing (i) as of its date (or, in the case of any Company SEC Filing that is a registration statement, its effective date) (or, if amended, at the time (and taking into account the content) of the most recent such amendment), was prepared in accordance, and fully complied in all material respects, with applicable Law, including the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports Xxxxxxxx-Xxxxx Act and (ii) did not not, at the time it was filed (or became effective or, in the case of any Company SEC Filing that is a registration statement), or declared effective) (or, if amended, supplemented or superseded by a filing prior to at the date time (and taking into account the content) of this Agreement then on the date of most recent such superseding filing, amendment or supplementamendment), contain any untrue statement of a material fact or 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. None No Company Subsidiary nor, to the Knowledge of Parent’s Subsidiaries the Company, any Company Joint Venture or Magnox Company is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. Parent The Company has previously made available to the Company a Parent complete and correct copy copies of all Contracts or other documents, and any amendments or modificationsand modifications thereto, which effected prior to the date of this Agreement, that have not yet been filed by the Company with the SEC but which are required to be filed. As of the date hereof, to agreementsthe Knowledge of the Company, documents there are no outstanding or other instruments unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Filings. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Except to the extent amended, updated or restated by a subsequent Company SEC Filing which previously had been subsequent Company SEC Filing was filed by Parent before the date of this Agreement, the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Filings (collectively, and as so amended, updated or restated, the "Company Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC pursuant to with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the Securities Act periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments, which are not material individually or in aggregate, in each case as permitted by GAAP and applicable rules and regulations promulgated by the SEC, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP. As of the date of this Agreement, the Company does not intend to correct or restate any of the Company Financial Statements. The Company has not had any disagreement with any of its auditors (within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated by the SEC) regarding accounting principles or practices, financial statement disclosures or auditing scope or procedure during its past five (5) full fiscal years or during the current year to date, which have not been resolved to the satisfaction of such auditors. (c) 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, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Filings, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any Company Subsidiary has any outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (i) The Company maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets. (ii) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (iii) 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 or 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 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 the Company Subsidiaries in the Company's or such Company Subsidiary's published financial statements or other Company SEC Filings. (iv) Since January 1, 2009, the Company has not received any oral or written notification of any (x) "significant deficiency" or (y) "material weakness" in the Company's internal control over financial reporting. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof. (d) The audit committee of the Company Board includes an "audit committee financial expert," as defined by Item 407(d)(5) of Regulation S-K promulgated by the SEC. (e) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated by the SEC, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or individuals performing similar functions. The Company has promptly disclosed any change in or waiver of the Company's code of ethics with respect to any such individuals, as required by Section 406(b) of the Xxxxxxxx-Xxxxx Act. To the Company's Knowledge, there have been no violations of provisions of the Company's code of ethics by any such individuals.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2010. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (prior to the Agreement Date in the case of Company SEC Reports originally filed prior to the Agreement Date) by a subsequently filed Company SEC Report. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole). Parent The balance sheet of the Company as of March 31, 2013 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has previously any Liabilities of a nature required to be set forth on a balance sheet prepared in accordance with GAAP, except for: (i) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, (ii) Liabilities reflected on, accrued on or reserved against on the Company Balance Sheet in accordance with GAAP, (iii) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement, and (iv) Liabilities incurred after the Agreement Date that would not, individually or in the aggregate, reasonably be expect to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except as reflected in the Financial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”)). All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP in all material respects. The Financial Statements comply in all material respects with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-605 (formerly referred to as the American Institute of Certified Public Accountants’ Statement of Position 97-2). At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in FASB ASC Topic 450) that are not adequately provided for in the Company Balance Sheet as required by FASB ASC Topic 450. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year that is currently outstanding or that resulted in a past adjustment to, or any restatement of, the Financial Statements. The books and records of the Company and each Subsidiary have been, and are being, maintained in all material respects in accordance with Applicable Legal Requirements and applicable accounting requirements and the Financial Statements are consistent in all material respects with such books and records. There has been no change in the Company’s accounting policies since January 1, 2010, except as described in the Financial Statements. (c) The Company has made available to the Company Parent a true, correct and complete and correct copy of any amendments or modifications, which modifications that have not yet been filed with the SEC but which that are required to be filed, so filed to agreements, documents or other instruments which previously had been that were filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act, as well as any comment letters or similar correspondence received by the Company from the SEC for the Company’s three most recently completed fiscal years and its current fiscal year. The SEC has not provided comments to the Company in connection with any Company SEC Reports that to the knowledge of the Company remain unresolved. To the knowledge of the Company, no investigation by the SEC with respect to the Company or any Subsidiary is pending or threatened. (d) Schedule 2.4(d) of the Company Disclosure Letter accurately lists all Company Debt as of the Agreement Date (other than immaterial amounts of indebtedness for the deferred purchase price of property, if any), including, for each item of Company Debt, the Contract governing such Company Debt. (e) The Company has established and maintains (i) a system of internal accounting controls that complies with Section 13(b)(2)(B) of the Exchange Act, (ii) “disclosure controls and procedures” required by Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act (as such term is defined therein) and such disclosure controls and procedures are designed to be effective for the purpose for which they were established and (iii) “internal control over financial reporting” (as defined in Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act) and such internal control over financial reporting is designed to be effective (based on the criteria issued by the Committee on Sponsoring Organizations of the Xxxxxxxx Committee on “Internal Control-Integrated Framework”) in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s Financial Statements in accordance with GAAP. Since January 1, 2010, 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, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”) and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications were true and accurate in all material respects as of the date made. The Company has not identified and has no knowledge of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial, accounting and compliance officers and those performing similar functions. The Company has disclosed any violation or waiver of such code of ethics, as required by Section 406(b) of SOXA. To the knowledge of the Company, there is no fraud or any material violation of the Company’s code of ethics that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) The audit committee of the Company Board includes an “audit committee financial expert,” as defined by Item 401(h)(2) of Regulation S-K. To the knowledge of the Company, Ernst & Young LLP, which has expressed its opinion for each of the fiscal years in the three-year period ended December 31, 2012 included in the Company SEC Reports (including the related notes), is “independent” with respect to the Company and the Subsidiaries within the meaning of Regulation S-X promulgated under the Exchange Act. The Company has made such disclosure of non-audit services performed by Ernst & Young LLP in its proxy statements with respect to its annual meetings of stockholders as is required under the rules and regulations of the SEC and all such non-audit services have been approved in advance by the audit committee of the Company Board. (g) Since January 1, 2010, neither the Company nor any Subsidiary nor, to knowledge of the Company, any Company Representative has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements. Since January 31, 2010, except as set forth on Schedule 2.4(g) of the Company Disclosure Letter, no attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of fraud or a material violation of securities laws or other Applicable Legal Requirements, breach of fiduciary duty or similar violation by the Company or any Company Representative. (h) The Company is in compliance in all material respects with the applicable criteria for continued listing of the Company Common Stock on the NASDAQ Global Select Market, including all applicable corporate governance rules and regulations. (i) All Company Options and Company RSUs granted by the Company have been duly and validly approved by (i) the Company Board, or by a duly constituted committee of the Company Board to which the administration of such awards under the applicable Company Option Plan has been delegated, at a valid meeting of such Company Board or committee or pursuant to a valid unanimous written consent of the members of such Company Board or committee or (ii) the Chief Executive Officer of the Company in cases where such officer has been duly authorized by the Company Board to approve such awards. All grants of Company Options and Company RSUs are in compliance in all material respects with the terms of the applicable Company Option Plan under which such Company Options and Company RSUs were granted. The Company has not granted any Company Option or Company RSU to any employee of the Company or the Subsidiaries prior to the date of commencement of employment of such employee with the Company or such Subsidiary. The Company has not granted any Company Options at an exercise price that represents a discount from the fair market value of such Company Option on the valid date of grant of such Company Option and the Company has validly disclosed any re-pricing of Company Options in the Financial Statements. Neither the Company, its Affiliates, the Company Board, any Company Board committee nor the Chief Executive Officer has engaged in (A) the back-dating or falsification of documentation with respect to the grant of any Company Option for the purpose of reducing the exercise price at which such Company Option was granted or (B) the intentional delay of the grant of Company Options in anticipation of forthcoming public announcements regarding the Company or the Business that would reasonably be expected to result in a decrease of the trading price of the Company’s capital stock on the NASDAQ Global Select Market, for the purpose of increasing the value of such Company Options for the applicable optionee as a result of such decrease in such trading price.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis all required registration forms, statements, prospectusescertifications, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act since June 28the effective date of its registration statement on Form F-1 (the “Applicable Company Date”) (the forms, 2006. Parent has made available statements, reports and documents filed with or furnished to the SEC from the Applicable Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent Date to the date hereof) are referred to herein as of this Agreement, the “Parent Company Filed SEC Reports.” As ”). Each Company Filed SEC Report, at its effective date (in the case of their respective datesregistration statements filed pursuant to the Securities Act), oror at the time of its filing or being furnished (in the case of other Company Filed SEC Reports), if amended or supplemented after an amendment was filed prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations Xxxxxxxx-Xxxxx Act of 2002 (the SEC thereunder “Xxxxxxxx-Xxxxx Act”) as it is applicable to such Parent SEC Reports and the Company. As of their respective dates (ii) did not at the time it was filed (or became effective in the case of a registration statement)or, or if amended, supplemented or superseded by a filing amended prior to the date hereof, as of this Agreement then on the date of such superseding filing, amendment or supplement, amendment) the Company Filed SEC Reports did not contain any untrue statement of a Table of Contents material fact or 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 in which they were made, not misleading. None Each English language translation of Parent’s a non English language document filed as an exhibit to, or incorporated by reference into, any Company Filed SEC Report constitutes a true, correct and complete translation of the original document in all material respects. (b) Neither the Company nor any of its Subsidiaries is or at any time has been required to file or furnish any forms, statements, certifications, reports and documents required to be filed with the Israeli Securities Authority under the Israeli Securities Law 1968 or any regulation promulgated thereunder. (c) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and with the corporate governance requirements of the Companies Law. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the applicable provisions of the Xxxxxxxx-Xxxxx Act became applicable to the Company, neither the Company nor any of its Subsidiaries has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any executive officer or director of the Company or any of its Subsidiaries in violation of the Exchange Act. (d) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles 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 material differences. The Company’s management has disclosed to the Company’s auditors and the audit committee of the board of directors of the Company (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the board of directors of the Company any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other documents with employees who have a significant role in the SECCompany’s internal control over financial reporting. Parent The Company has previously made available to the Company Parent (i) a complete and correct copy summary of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed such disclosure made by Parent with the SEC pursuant management to the Securities Act Company’s auditors and audit committee since the Applicable Company Date, and (ii) any material communication since the Applicable Company Date made by management or the Exchange Act.Company’s auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2012. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply when filed, in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the Agreement Date by a subsequently filed Company SEC Report. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will comply) in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole). Parent The balance sheet of the Company as of December 31, 2014 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has previously any Liabilities except for: (i) Liabilities reflected on, accrued on or reserved against on the Company Balance Sheet in accordance with GAAP, (ii) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business substantially consistent with past practice, (iii) Liabilities incurred under executory Contracts to which the Company or a Subsidiary is a party, other than as a result of a breach thereunder, (iv) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement and (v) Liabilities incurred after the Agreement Date that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as reflected in the Financial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K under the Exchange Act (“Regulation S-K”)). At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 450) that are not adequately provided for in the Company Balance Sheet as required by FASB ASC Topic 450. The Company has not had any material disagreements with any of its auditors (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year. The books and records of the Company and each Subsidiary have been, and are being, maintained in all material respects in accordance with Applicable Law and applicable accounting requirements and the Financial Statements are consistent with such books and records. There has been no change in the Company’s accounting policies since January 1, 2012, except as described in the Financial Statements. (c) The Company has made available to the Company Parent a true, correct and complete and correct copy of any amendments or modifications, which modifications that have not yet been filed with the SEC but which that are required to be filed, so filed to agreements, documents or other instruments which previously had been that were filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act, as well as any comment letters or similar correspondence received by the Company from the SEC for the Company’s three most recently completed fiscal years and its current fiscal year. The SEC has not provided comments to the Company in connection with any Company SEC Reports that, to the knowledge of the Company, remain unresolved. No investigation by the SEC with respect to the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened. (d) Schedule 3.4(d) accurately lists all Company Debt as of the Agreement Date, including, for each item of Company Debt, the Contract governing such Company Debt and the interest rate, maturity date and any assets or properties securing such Company Debt. All Company Debt may be prepaid at the Closing without penalty under the terms of the agreements governing such Company Debt. (e) The Company has established and maintains (i) a system of internal accounting controls that complies with Section 13(b)(2)(B) of the Exchange Act, (ii) “disclosure controls and procedures” required by Rule 13a-15 or Rule 15d-15 under the Exchange Act (as such term is defined therein) and such disclosure controls and procedures are effective for the purpose for which they were established and (iii) “internal control over financial reporting” (as defined in Rule 13a-15 or Rule 15d-15 under the Exchange Act) and such internal control over financial reporting is effective (based on the criteria issued by the Committee on Sponsoring Organizations of the Xxxxxxxx Committee on “Internal Control-Integrated Framework”) in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements in accordance with GAAP. Since January 1, 2012, 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, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“SOXA”), and the rules and regulations thereunder with respect to the Company SEC Reports and the statements contained in such certifications were true and accurate as of the date made. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that could adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial, accounting and compliance officers and those performing similar functions. The Company has disclosed any violation or waiver of such code of ethics, as required by Section 406(b) of SOXA. To the knowledge of the Company, there is no fraud or any material violation of the Company’s code of ethics that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) The audit committee of the Company Board includes an “audit committee financial expert,” as defined by Item 401(h)(2) of Regulation S-K. To the knowledge of the Company, Xxxx Xxxxxx Xxxxx, Inc., which has expressed its opinion for each of the fiscal years in the three-year period ended on the Company Balance Sheet Date included in the Company SEC Reports (including the related notes), is “independent” with respect to the Company and the Subsidiaries within the meaning of Regulation S-X under the Exchange Act. The Company has made such disclosure of non-audit services performed by Xxxx Xxxxxx Xxxxx, Inc. in its proxy statements with respect to its annual meetings of stockholders as is required under the rules and regulations of the SEC and all such non-audit services have been approved in advance by the audit committee of the Company Board. (g) Since January 1, 2012, neither the Company nor any Subsidiary nor, to knowledge of the Company, any Company Representative has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary, their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements, any other matters described in Section 806 of SOXA or any other corporate malfeasance (including any matter described in Section 3.8(c), any accelerated revenue recognition or otherwise). No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of fraud or a material violation of securities laws or other Applicable Law, breach of fiduciary duty or similar violation by the Company or any Company Representative. (h) The Company is in compliance in all material respects with the applicable criteria for continued listing of the Company Common Stock on NASDAQ, including all applicable corporate governance rules and regulations. (i) All grants of Company Options, Company RSUs and Company PSUs were validly issued and properly approved by the Company Board or a duly authorized committee or subcommittee thereof) in compliance in all material respects with the terms of the applicable Company Option Plan under which such Company Options, Company RSUs and Company PSUs were granted and under Applicable Laws and were recorded on the financial statements of the Company in accordance with GAAP consistently applied. No such grants involved “back dating” or similar inappropriate practices with respect to the effective date of grant and no Company Option has an exercise price that has been or may be less than the fair market value of a share of Company Common Stock as of the date such Company Option was granted as determined in accordance with the regulations and guidance under Code Section 409A.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with Parent under the SEC since June 28Securities Act and the Exchange Act, 2006. Parent has made available including pursuant to Section 13(a) or 15(d) thereof, for the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to one year period preceding the date hereof) are referred to herein as hereof (collectively, the “Parent SEC Reports.” As Documents”). At the time of their respective datesfiling thereof, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The condensed consolidated financial statements included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of Parent as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case of unaudited financial statements to normal, immaterial year-end audit adjustments, and such condensed consolidated financial statements have been prepared in conformity with GAAP (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements, except as permitted by Form 10-Q under the Exchange Act). None Except as set forth in the condensed consolidated financial statements of Parent included in the Parent SEC Documents or as otherwise disclosed in the Parent SEC Documents filed prior to the date hereof, Parent has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to Parent, including its Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities; (ii) have been evaluated by management of Parent for effectiveness as of the end of Parent’s Subsidiaries most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of Parent’s most recent audited fiscal year, there have been no material weaknesses in Parent’s internal control over financial reporting (whether or not remediated) and no change in Parent’s internal control over financial reporting that has materially affected, or would reasonably be expected to materially affect, Parent’s internal control over financial reporting. Parent is required not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or would reasonably be expected to file materially affect, Parent’s internal control over financial reporting. (d) Since January 1, 2020 through the date of this Agreement, 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 Chief Executive Officer, Chief Financial Officer or general counsel of Parent, the Parent Board or any formscommittee thereof. Since January 1, reports 2020, neither Parent nor, to Parent’s Knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent, Parent’s management or other documents with employees who have a role in the SEC. preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (e) Parent has previously made available to the Company not been and is not currently a complete and correct copy “shell company” as defined under Section 12b-2 of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent Cambridge has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Cambridge with the SEC (the “Cambridge SEC Reports”), which are all such registration statements, prospectuses, reports, schedules, the forms, statements reports and other documents in the form required to be filed by Cambridge with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent . All Cambridge SEC Reports required to be filed by Cambridge since its initial public offering were filed in a timely manner. As of their respective dates, the Cambridge SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Cambridge SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or and if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment filing and as so amended or supplement, superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of Parent’s Subsidiaries is the date hereof, there are no outstanding or unresolved comments in the comment letters received from the staff of the SEC with respect to the Cambridge SEC Reports. Except to the extent set forth in this Section, Cambridge makes no representation or warranty whatsoever concerning any Cambridge SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to file the Cambridge SEC Reports are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects. (b) Except as set forth in Schedule 3.7(b), each set of financial statements (including, in each case, any formsrelated notes thereto) contained in Cambridge SEC Reports, reports including each Cambridge SEC Report filed after the date hereof until the Closing, complied or other documents will comply as to form in all material respects with the SECpublished rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of Cambridge at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Cambridge or Holdco. Parent has previously made available Except to the Company a extent set forth in the Cambridge SEC Reports, no report of auditors in such Cambridge SEC Reports has been withdrawn or modified. The books and records of Cambridge are complete and correct copy in all material respects and have been, and are being, maintained in accordance with applicable material legal and accounting requirements. (c) The financial records, systems, controls, data and information of any amendments Cambridge are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Cambridge or modificationsaccountants. Cambridge has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (“Internal Controls”). The Internal Controls for Cambridge satisfy the requirements of Rule 13a-15 under the Exchange Act, which have not yet been filed and such disclosure controls and procedures are designed to ensure that all material information concerning Cambridge is made known on a timely basis to the individuals responsible for the preparation of Cambridge’s filings with the SEC but which are and other public disclosure documents. (d) To the knowledge of Cambridge, Cambridge’s auditor has at all required times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to be filed, to agreements, documents or other instruments which previously had been filed by Parent with Cambridge within the SEC pursuant to the Securities Act or meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28, 2006. Parent GGAC has made available to the Company and the Sellers a correct and complete copy of each report and registration statement filed by GGAC with the SEC (the “GGAC SEC Reports”), which are all such registration statements, prospectuses, reports, schedules, the forms, statements reports and other documents in the form required to be filed by GGAC with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of . All GGAC SEC Reports required to be filed by GGAC in the twelve (12) month period prior to the date of such amendment or supplement, each Parent this Agreement were filed in a timely manner. As of their respective dates the GGAC SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent GGAC SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or and if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment filing and as so amended or supplement, superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, GGAC makes no representation or warranty whatsoever concerning any GGAC SEC Report as of Parent’s Subsidiaries is any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to file the GGAC SEC Reports are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects. (b) Except as set forth in Schedule 3.7(b), each set of financial statements (including, in each case, any formsrelated notes thereto) contained in GGAC SEC Reports, reports including each GGAC SEC Report filed after the date hereof until the Closing, complied or other documents will comply as to form in all material respects with the SEC. Parent has previously published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of GGAC at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on GGAC taken as a whole. (c) GGAC maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act, and such disclosure controls and procedures are designed to ensure that all material information concerning GGAC is made available known on a timely basis to the Company a complete and correct copy individuals responsible for the preparation of any amendments or modifications, which have not yet been filed GGAC’s filings with the SEC but which are and other public disclosure documents. (d) To the knowledge of GGAC, GGAC’s auditor has at all required times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to be filed, to agreements, documents or other instruments which previously had been filed by Parent with GGAC within the SEC pursuant to the Securities Act or meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since June 28March 31, 20062000. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent "PARENT SEC ReportsREPORTS.” " As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) Skyline Medical has delivered or made available (or made available on the SEC Filings. Parent has filed website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Skyline Medical Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Skyline Medical with the SEC since June 28January 1, 20062014, including all amendments thereto (collectively, the “Skyline Medical SEC Documents”). Parent has made available to the Company Since January 1, 2014, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Skyline Medical or its officers with the form SEC have been so filed on a timely basis. None of Skyline Medical’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Skyline Medical SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Skyline Medical SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade and taking into account the requirements applicable to the respective Skyline Medical SEC Document, not misleading, except to the extent corrected: (A) in the case of Skyline Medical SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Skyline Medical SEC Document; and (B) in the case of Skyline Medical SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Date, by the filing or furnishing of the applicable amending or superseding Skyline Medical SEC Document. None The certifications and statements relating to the Skyline Medical SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Skyline Medical SEC Documents (collectively, the “Skyline Medical Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete SEC or any member of its staff. (b) Skyline Medical maintains disclosure controls and correct copy of any amendments procedures sufficient under Rule 13a-15 or modifications, which have not yet been filed with 15d-15 under the SEC but which Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Skyline Medical Entities required to be fileddisclosed by Skyline Medical in the reports that it is required to file, to agreementssubmit or furnish under the Exchange Act is recorded, documents or other instruments which previously had been filed by Parent with processed, summarized and reported within the SEC pursuant to time periods specified in the Securities Act or SEC’s rules and forms. Skyline Medical maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Skyline Medical’s management has completed an assessment of the effectiveness of Skyline Medical’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of Skyline Medical, since December 31, 2014, until the date hereof, neither Skyline Medical nor any of its Subsidiaries nor Skyline Medical’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Skyline Medical Entities; (B) any illegal act or fraud, whether or not material, that involves Skyline Medical’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (c) The financial statements (including any related notes) contained or incorporated by reference in the Skyline Medical SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of Skyline Medical and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skyline Medical and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Skyline Medical Entities are required by GAAP to be included in the consolidated financial statements of Skyline Medical contained or incorporated by reference in the Skyline Medical SEC Documents. (d) Skyline Medical’s auditor has at all times since engagement by Skyline Medical been, to the Knowledge of Skyline Medical: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Skyline Medical within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Skyline Medical Accounting Oversight Board thereunder. The Skyline Medical’s auditor has not provided any non-audit services for the Skyline Medical Entities that were not approved in violation with Section 201 of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed by it with the SEC since June 28, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements United States Securities and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents Exchange Commission (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC”) during the period since August 30, 2008 (such documents as amended since the time of their filing, the “Company SEC Reports.” As of their respective dates, or, if amended ”). The Company SEC Reports filed on or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports hereof (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time it was filed (or became effective in the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, contain any untrue statement of a material fact or 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. There are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports filed on or prior to the date hereof. To the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act Section 13 or 15 of the Exchange Act. (b) Each of the consolidated financial statements contained in the Company SEC Reports (collectively, the “Company Financial Statements”) (i) complied as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis with the Company’s past practices throughout the periods indicated (except as may be indicated in the notes thereto), and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal and recurring year-end adjustments). (c) 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, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) Since August 30, 2008 through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any complaint, allegation, assertion or claim, that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices and (ii) 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 violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board 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) in compliance with the Exchange Act, which system provides 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 the chief executive officer and the chief financial officer of the Company by others within the Company 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. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) The Company is in compliance in all material respects with (i) all current listing and corporate governance requirements of NASDAQ and (ii) all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2017. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (prior to the Agreement Date in the case of Company SEC Reports originally filed prior to the Agreement Date), revised, amended, modified or superseded by a subsequently filed Company SEC Report. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole). Parent The balance sheet of the Company as of March 31, 2019 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has previously any Liabilities of a nature required to be set forth on or reserved against on the Company Balance Sheet in accordance with GAAP except for: (i) Liabilities disclosed on the Company Balance Sheet, (ii) Liabilities incurred since the Company Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities incurred under executory Contracts to which the Company is a party, other than as a result of a breach thereunder, (iv) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with the Original Agreement, this Agreement and other Liabilities expressly required by or incurred pursuant to the terms of this Agreement, and (v) Liabilities incurred after the Original Agreement Date that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as reflected in the Financial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”)). The Company has not had any material dispute with any of its auditors regarding accounting matters or policies that is currently outstanding or that resulted in a past adjustment to, or any restatement of, the Financial Statements. There has been no material change in the Company’s accounting policies since January 1, 2017, except as described in the Financial Statements or the Company SEC Reports or as required under Applicable Legal Requirements or GAAP. (c) The Company has made available to the Company Parent a true, correct and complete and correct copy of any amendments or modifications, which modifications that have not yet been filed with the SEC but which that are required to be filed, so filed to agreements, documents or other instruments which previously had been that were filed by Parent the Company with the SEC pursuant to the Securities Act or the Exchange Act, as well as any comment letters or similar correspondence received by the Company from the SEC for the Company’s three most recently completed fiscal years and its current fiscal year. The SEC has not provided written comments to the Company in connection with any Company SEC Reports that to the knowledge of the Company remain unresolved. To the knowledge of the Company, no investigation by the SEC with respect to the Company or any Subsidiary is pending or threatened as of the Original Agreement Date. (d) As of the Measurement Date, except for Company Debt (other than indebtedness owed by the Company to any directly or indirectly wholly-owned Subsidiary thereof or by any directly or indirectly wholly-owned Subsidiary of the Company to the Company or another directly or indirectly wholly-owned Subsidiary of the Company) in an aggregate amount of less than $1,000,000, there is no outstanding indebtedness for borrowed money of the Company and its Subsidiaries other than Company Debt reflected on the Company Balance Sheet. (e) The Company has established and maintains (i) a system of internal accounting controls that complies with Section 13(b)(2)(B) of the Exchange Act, (ii) “disclosure controls and procedures” required by Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act (as such term is defined therein) and such disclosure controls and procedures are designed to be effective for the purpose for which they were established and (iii) “internal control over financial reporting” (as defined in Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act) and such internal control over financial reporting is designed to be effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements in accordance with GAAP. Since January 1, 2017, 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, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”) and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications were true and accurate in all material respects as of the date made. To the knowledge of the Company, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that could adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial, accounting and compliance officers and those performing similar functions. The Company has disclosed any material violation or waiver of such code of ethics, to the extent required by Section 406(b) of SOXA. To the knowledge of the Company, there is no fraud or any material violation of the Company’s code of ethics that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) Since January 1, 2017, neither the Company nor any Subsidiary nor, to knowledge of the Company, any Company Representative has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company, (ii) with respect to the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting, any illegal act (acting in his or her capacity as an employee of the Company) or fraud, whether or not material or (iii) any material inaccuracy in the Financial Statements. (g) The Company is in compliance in all material respects with the applicable criteria for continued listing of the Company Common Stock on the NASDAQ Global Select Market, including all applicable corporate governance rules and regulations. (h) All Company Options, Company RSUs and Company PSUs granted by the Company have been duly and validly approved by (i) the Company Board, or by a duly constituted committee of the Company Board to which the administration of such awards under the applicable Company Option Plan has been delegated, at a valid meeting of such Company Board or committee or pursuant to a valid unanimous written consent of the members of such Company Board or committee or (ii) officers of the Company duly authorized by the Company Board to approve such awards. All grants of Company Options, Company RSUs and Company PSUs are in compliance in all material respects with the terms of the applicable Company Option Plan under which such Company Options, Company RSUs and Company PSUs were granted. The Company has not granted any Company Option, Company RSU or Company PSU to any employee, non-employee director or contractor of the Company or the Subsidiaries prior to the date of commencement of employment or service of such employee or service provider with the Company or such Subsidiary.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed or furnished all required material registration statements, prospectusesforms, reports, schedules, forms, statements certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it Parent with the SEC United States Securities and Exchange Commission (“SEC”) since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents 2005 (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates”). The Parent SEC Reports (as amended, or, if amended or supplemented and restated by Parent SEC Reports that have been filed prior to the date of this Agreement, as of hereof or will be filed prior to the date of such amendment or supplement, each Parent SEC Reports Closing) (i) complied (at the time filed) or will comply (when filed) as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, or as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports Reports, and (ii) did not (at the time it was filed they were filed) or will not (or became effective in at the case of a registration statement), or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, time they are filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in Parent SEC Reports (as amended, supplemented and restated by Parent SEC Reports that have been filed prior to the date hereof or will be filed prior to the Closing) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates indicated and the consolidated results of their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments, none of which has been or will be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole. (c) Parent has established and maintains, adheres to and enforces a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent 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 Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of Parent’s Subsidiaries is , and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. (d) Parent (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) sufficient to ensure that material information required to file be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to Parent SEC Reports. (e) Neither Parent nor, to the Knowledge of Parent, Parent’s certified public accounting firm, has identified or been made aware of (i) any formssignificant deficiency or material weakness in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, reports process, summarize and report financial information, in each case which has not been subsequently remediated, or (ii) any fraud, whether or not material, that involves Parent’s management or other documents employees who have a role in the preparation of financial statements or the internal controls over financial reporting utilized by Parent and its Subsidiaries. (f) Parent is in compliance in all material respects with the SECapplicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). Parent Each required material form, report and document containing financial statements that has previously made available to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with or submitted to the SEC but which are since January 1, 2005 was accompanied by the certifications required to be filed, to agreements, documents filed or other instruments which previously had been filed submitted by Parent with the SEC Parent’s chief executive officer and chief financial officer pursuant to the Securities Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the Exchange Actapplicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent has filed delivered or made available (or made available on the SEC website) to the Company accurate and complete copies of all required registration statements, prospectusesproxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC since June 28January 1, 20062014, including all amendments thereto (collectively, the “Parent SEC Documents”). Parent has made available to the Company Since January 1, 2014, all such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by Parent or its officers with the form SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time it was filed with the SEC (or became effective in the case of a registration statement)or, or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such superseding filing, amendment ): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or supplement, contain the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of Parent’s Subsidiaries the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required to file any formsfiled, reports furnished, submitted, supplied or other documents with the SEC. Parent has previously otherwise made available to the Company a complete SEC or any member of its staff. (b) Parent maintains disclosure controls and correct copy of any amendments procedures sufficient under Rule 13a-15 or modifications, which have not yet been filed with 15d-15 under the SEC but which Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Parent Entities required to be filed, to agreements, documents or other instruments which previously had been filed disclosed by Parent with in the SEC pursuant reports that it is required to file, submit or furnish under the Securities Exchange Act or is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of Parent, since December 31, 2014, until the date hereof, neither Parent nor any of its Subsidiaries nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Parent Entities; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Parent Entities are required by GAAP to be included in the consolidated financial statements of Parent contained or incorporated by reference in the Parent SEC Documents. (d) Parent’s auditor has at all times since engagement by Parent been, to the Knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Parent Accounting Oversight Board thereunder. The Parent’s auditor has not provided any non-audit services for the Parent Entities that were not approved in violation with Section 201 of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2016. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (prior to the Agreement Date in the case of Company SEC Reports originally filed prior to the Agreement Date), revised, amended, modified or superseded by a subsequently filed Company SEC Report. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available . (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements, to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a complete and correct copy whole). The balance sheet of the Company as of June 30, 2017 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any amendments or modifications, which have not yet been filed with the SEC but which are Subsidiary has any Liabilities of a nature required to be filedset forth on or reserved against on the Company Balance Sheet in accordance with GAAP except for: (i) Liabilities disclosed on the Company Balance Sheet, to agreements(ii) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, documents or (iii) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement and other instruments which previously had been filed by Parent with the SEC Liabilities incurred pursuant to the Securities terms of this Agreement and (iv) Liabilities incurred after the Agreement Date that would not, individually or in the aggregate, reasonably be expect to have a Material Adverse Effect. Except as reflected in the Financial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”)) 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 in the Company’s published financial statements or other Company SEC Reports filed as of the Agreement Date. Since January 1, 2016, the Company has not had any material dispute with any of its auditors regarding accounting matters or policies that is currently outstanding or that resulted in a past adjustment to, or any restatement of, the Financial Statements. The books and records of the Company and each Subsidiary have been, and are being, maintained in all material respects in accordance with Applicable Legal Requirements and applicable accounting requirements and the Financial Statements are consistent in all material respects with such books and records. There has been no change in the Company’s accounting policies since January 1, 2016, except as described in the Financial Statements or as required under Applicable Legal Requirements or GAAP. (c) As of the Agreement Date, the SEC has not provided comments to the Company in connection with any Company SEC Reports that to the knowledge of the Company remain unresolved. No investigation by the SEC with respect to the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened. (d) Schedule 2.4(d) of the Company Disclosure Letter accurately lists all Company Debt as of the Agreement Date, including, for each item of Company Debt (other than immaterial amounts of indebtedness in the ordinary course of business or for the deferred purchase price of property, if any) the Contract governing such Company Debt. (e) The Company has established and maintains (i) a system of internal accounting controls that complies with Section 13(b)(2)(B) of the Exchange Act, (ii) “disclosure controls and procedures” required by Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act (as such term is defined therein) and such disclosure controls and procedures are designed to be effective for the purpose for which they were established and (iii) “internal control over financial reporting” (as defined in Rule 13a-15 or Rule 15d-15 promulgated under the Exchange Act) and such internal control over financial reporting is designed to be effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements in accordance with GAAP. Since January 1, 2016, 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, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”) and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications were true and accurate in all material respects as of the date made. To the knowledge of the Company, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures that could adversely affect the Company’s ability to record, process, summarize and report financial data. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial, accounting and compliance officers and those performing similar functions. The Company has disclosed any violation or waiver of such code of ethics, as required by Section 406(b) of SOXA. To the knowledge of the Company, there is no fraud or any material violation of the Company’s code of ethics that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) Since January 1, 2016, neither the Company nor any Subsidiary nor, to the knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (ii) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company, or any material complaint, allegation, assertion or claim regarding the foregoing; or (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements, or any material complaint, allegation, assertion or claim regarding the foregoing. Since January 1, 2016, no attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported to the Company Board or any committee thereof or to any director or executive officer of the Company evidence of fraud or a material violation of securities laws or other Applicable Legal Requirements, material breach of fiduciary duty or similar violation by the Company or by any director, officer or employee of the Company. (g) The Company is in compliance in all material respects with the applicable criteria for continued listing of the Company Common Stock on the NASDAQ Global Select Market, including all applicable corporate governance rules and regulations.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the Company has filed or furnished on a timely basis all required registration statements, prospectuses, forms, reports, schedulesdefinitive proxy statements, forms, statements schedules and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with under the SEC since June 28Securities Act or the Exchange Act, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the case may be, from and after January 1, 2010 (collectively, the “Parent Company SEC Reports.” As of their respective datesFilings”). Each Company SEC Filing, or, if as amended or supplemented prior to the date hereof, if applicable, (i) as of this Agreementits date, or, if amended or supplemented, as of the date of such the most recent amendment or supplementsupplement thereto, each Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not not, at the time it was filed or furnished (or became effective in the case of a registration statementstatements), or, if amended or if amendedsupplemented, supplemented or superseded by a filing prior to as of the date of this Agreement then on the date of such superseding filing, most recent amendment or supplementsupplement thereto, contain any untrue statement of a material fact or 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. None As of Parentthe date of this Agreement, none of the Company’s Subsidiaries is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, the Company has not received any written or, to the Company’s knowledge, oral notice from the SEC that any of the Company SEC Filings is the subject of any ongoing review by the SEC and as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any Company SEC Filing. (b) Each of the consolidated financial statements contained in the Company SEC Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each of such consolidated financial statements, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments, which, individually or in the aggregate, would not be material). The books and records of the Company and its Subsidiaries have been maintained in all material respects in accordance with GAAP (to the extent applicable). (c) 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) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. No significant deficiency, material weakness or fraud that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2010. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) satisfy the requirement of Rule 13a-15 under the Exchange Act and are reasonably effective to ensure that all material information required to file any formsbe disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, reports or other documents with processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Parent has previously made available , and that all such material information is accumulated and communicated on a timely basis to the Company a complete and correct copy individuals responsible for the preparation of any amendments or modifications, which have not yet been filed the Company’s filings with the SEC but which are to allow timely decisions regarding required disclosure and to be filed, to agreements, documents or other instruments which previously had been filed by Parent with make the SEC certifications required pursuant to Sections 302 and 906 of the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Internal Controls. (a) SEC Filings. Parent The Company has filed or furnished, as applicable, on a timely basis, all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be so filed or furnished by it the Company with the SEC since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC2017. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including those that Parent the Company may file subsequent to following the date hereofAgreement Date) are referred to herein as the “Parent Company SEC Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent Company SEC Reports (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) did not at the time it was they were filed (or became effective in the case of a registration statement), or if amended, supplemented amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such superseding filing, amendment or supplement, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (prior to the Agreement Date in the case of Company SEC Reports originally filed prior to the Agreement Date), revised, amended, modified or superseded by a subsequently filed Company SEC Report. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available . (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (collectively, the “Financial Statements”), including each Company SEC Report filed after the Agreement Date until the Closing, at the time filed (i) complied (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) were (or, in the case of Financial Statements included in Company SEC Reports filed after the Agreement Date, will be) prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects (or, in the case of Financial Statements included in the Company SEC Reports filed after the Agreement Date, will fairly present in all material respects) the consolidated financial position of the Company and the Subsidiaries as of the respective dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements to the absence of footnotes and to normal recurring year-end audit adjustments, none of which individually or in the aggregate are material to the Company and the Subsidiaries, taken as a complete and correct copy whole). The balance sheet of the Company as of March 31, 2019 (the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any amendments or modifications, which have not yet been filed with the SEC but which are Subsidiary has any Liabilities of a nature required to be filedset forth on or reserved against on the Company Balance Sheet in accordance with GAAP except for: (i) Liabilities disclosed on the Company Balance Sheet, (ii) Liabilities incurred since the Company Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities incurred under executory Contracts to agreementswhich the Company is a party, documents other than as a result of a breach thereunder, (iv) the fees and expenses of investment bankers, attorneys, consultants and accountants incurred in connection with this Agreement and other Liabilities expressly required by or other instruments which previously had been filed by Parent with the SEC incurred pursuant to the Securities Act terms of this Agreement, and (v) Liabilities incurred after the Agreement Date that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as reflected in the Financial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act.Act (“Regulation S-K”)). The Company has not had any material dispute with any of its auditors regarding accounting matters or policies that is currently outstanding or that resulted in a past adjustment to, or any restatement of, the Financial

SEC Filings; Financial Statements; Internal Controls. (a) the Company has timely filed with or otherwise furnished (as applicable) to the SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) filings required to be filed made by it with pursuant to the Exchange Act and the Securities Act, including the SEC Filings, since June 28January 1, 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents 2017. (including those that Parent may file subsequent to the date hereofb) are referred to herein as the “Parent SEC Reports.” As of their respective dates, orthe SEC Filings, if amended including any financial statements or supplemented prior schedules included or incorporated by reference therein, at the time filed, complied as to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Reports (i) complied form in all material respects with the applicable requirements of the Securities Act, or Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports and Filings. (iic) did not As of their respective dates, the SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time it was filed (or became effective in the case of a registration statement)filed, or if amended, supplemented or superseded by a filing prior to the date of this Agreement then on the date of such superseding filing, amendment or supplement, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and, in the light of the circumstances under which they were made, not misleading. None . (d) The Financial Statements were prepared from the books and records of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously made available to the Company a complete and correct copy its Subsidiaries in accordance with GAAP, subject, in the case of any amendments or modifications, which have not yet been filed with of the SEC but which are required to be filedCurrent Financial Statements, to agreementsnormal and recurring year-end adjustments and the absence of notes (that, documents or other instruments which previously had if included, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries reflected therein as of the respective dates they were prepared and the results of the operations and the changes in the financial position of the Company and its Subsidiaries reflected therein for the periods indicated and have been filed by Parent prepared in the ordinary course of business, in accordance with past practices and consistently applied throughout the SEC pursuant to the Securities Act or periods indicated. (e) The Company has established and maintains a system of “internal controls” over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of their financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.