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

SEC Filings; Financial Statements; Internal Controls. (a) Optium has timely filed and made available to Finisar all forms, reports and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing (i) at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report or necessary in order to make the statements in such Optium SEC Report, in the light of the circumstances under which they were made, not misleading. None of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC 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 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 for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium 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 were not or will not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Filings; Financial Statements; Internal Controls. (a) Optium The Parent has filed or furnished, as applicable, on a timely filed and made available to Finisar basis all forms, statements, certifications, reports and documents required to be filed or furnished by Optium it with the SECSEC under the Exchange Act or the Securities Act since December 15, other than registration statements on Form S 8 2005 (collectivelythe “Applicable Parent Date”) (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreement, the "Optium “Parent Filed SEC Reports"”). Each of the Optium Parent Filed SEC Reports and any formsReports, reports at its effective date (in case of registration statement filed pursuant to the Securities Act), or documents filed by Optium with the SEC after the date of this Agreement until the Closing (i) at the time of its filingfiling or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed prior to the date of this Agreement, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended prior to the date hereof, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filingamendment) the Parent Filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reportmade therein, in the light of the circumstances under in which they were made, not misleading. None of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed The Parent is in compliance in all material respects with the applicable listing and made available to Finisar all certifications corporate governance rules and statements required regulations of Nasdaq. Except as permitted by (i) Rule 13a-14 under the Exchange Act or Act, including Sections 13(k)(2) and (y) Sections 302 or 906 3), since the enactment of the Xxxxxxxx-Xxxxx Act Act, neither the Parent nor any of 2002 its “affiliates” ("SOX"as defined in Rule 405 under the Securities Act) with respect has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any Optium SEC Filing, and all such certifications were true and correct as executive officer or director of the date Parent or any of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium its Subsidiaries. (c) The Parent maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act; such . Such disclosure controls and procedures are effective designed to ensure that all material information concerning Optium required to be disclosed by the Parent is recorded, processed, summarized and its Subsidiaries is made known reported on a timely basis to the individuals responsible for the preparation of Optium's the Parent’s filings with the SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC 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 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 for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium Parent 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 were not or will not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (i) transactions are executed in accordance with management's ’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals Table of Contents and appropriate action is taken with respect to any material differences. Optium The Parent’s management has disclosed, based on disclosed to the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside Parent’s auditors and the audit committee of Optium's Board the Parent’s board of Directors directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and has identified for the Parent’s auditors and audit committee of the Parent’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, regardless of whether or not material, that involves management or other employees who have a significant role in Optium's the Parent’s internal control over financial reporting. Since July 28Between the Applicable Parent Date and the date of this Agreement, 2007no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from the Parent employees regarding questionable accounting or auditing matters, have been received by the Parent. The Parent has made available to the knowledge Company a summary of Optium, neither Optium nor any all such material complaints or concerns relating to other matters made since the Applicable Parent Date through the Parent’s whistleblower hot-line or equivalent system for receipt of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) employee concerns regarding possible violations of Optium law by the Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge any of any material complainttheir respective employees. Between the Applicable Parent Date and the date of this Agreement, allegation, assertion or claim, whether written or oral, regarding no attorney representing the accounting or auditing practices, procedures, methodologies or methods of Optium Parent or any of its Subsidiaries, including any complaint, allegation, assertion whether or claim that Optium not employed by the Parent or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Parent, any Subsidiary of the Parent or any of their respective officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Parent policy contemplating such reporting, including in instances not required by those rules. (d) The consolidated financial statements of the Parent (including any related notes thereto) included or incorporated by reference in the Parent Filed SEC Reports (as the same may have been restated or otherwise amended in a subsequent Parent 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 the Accounting Rules, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries has a material weakness as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in its internal control over financial reportingthe case of any interim statements, to normal year-end adjustments and to any other adjustments described therein including the notes thereto)). (e) Optium is in compliance in all material respects The Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed, with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Parent with all applicable rules, regulations and requirements of SOXthe SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) Optium Parent has timely filed Made Available to the Company accurate and made available to Finisar complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed or furnished by Optium Parent with the SEC after and all amendments thereto, in each case between January 1, 2020 and the date of this Agreement until (the Closing “Parent SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) at each of the time of its filing, Parent SEC Reports complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, Sxxxxxxx-Xxxxx Act (as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, ); and (ii) did not or will not at none of the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent SEC Reports, the principal executive officer and principal financial officer of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and Parent have made available to Finisar all certifications and statements required by (i) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act Act, and the statements contained in such certifications were accurate and complete as of 2002 ("SOX") its date. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any Optium of the Parent SEC Filing, and all such certifications were true and correct as Reports. As of the date of this Agreement, to the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff Knowledge of Parent, none of the Parent SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report Reports is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (cb) Each of the The audited consolidated financial statements (including, in each case, any related notes) included and unaudited consolidated interim financial statements of Parent contained or incorporated by reference in any of the Optium Parent SEC Reports, and in any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing, : (i) complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was or will be ; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved covered (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 by Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium and its Subsidiaries as Q of the respective dates SEC, and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments which were not that will not, individually or will not be expected to in the aggregate, be material in amount. The unaudited ); and (iii) fairly present the consolidated balance sheet financial position of Optium Parent and its consolidated subsidiaries as of February 2, 2008, as contained 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 Parent and its Subsidiaries are required by GAAP to be included in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies consolidated financial statements of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004Parent. (dc) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that that: (i) transactions are executed in accordance with management's ’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 ’s general or specific authorization, ; and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Parent maintains disclosure controls and procedures and internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Optium Such disclosure controls and procedures are reasonably designed to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents and such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Parent has disclosed, based on the its most recent evaluations by its chief executive officer and its chief evaluation of internal control over financial officerreporting, to Optium's outside Parent’s auditors and the audit committee of Optium's Board Parent’s board of Directors directors and in a Parent SEC Report (Ai) any significant deficiencies deficiency or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (Bii) any fraud, regardless of whether or not material, that involves management or any other employees employee or service provider who have has (or has had) a significant role in Optium's Parent’s internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Optium Parent is in compliance in all material respects with all current the applicable listing and corporate governance requirements other rules and regulations of the NASDAQ Global Market Nasdaq, and, since January 1, 2020, has not received any notice from Nasdaq asserting any material non-compliance with such rules and regulations. (e) Parent is in compliance in all material respects with all applicable rulesprovisions of the Sxxxxxxx-Xxxxx Act. Parent does not have outstanding, regulations or have arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (f) Since January 1, 2020, there have been no changes in any of Parent’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material and requirements adverse to Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Reports, except as described in the Parent SEC Reports. (g) Since January 1, 2020, all transactions, agreements, arrangements or understandings between Parent or any of SOXits Subsidiaries, on the one hand, and any other Person, on the other hand, that were required to be disclosed pursuant to Item 404 of Regulation S-K were disclosed in Parent SEC Reports, as applicable.

SEC Filings; Financial Statements; Internal Controls. (a) Optium The Company has timely filed and made available to Finisar with or furnished to, as applicable, the Company SEC Reports (including all forms, reports statements, definitive proxy statements and other documents (including exhibits) required to be filed or furnished by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium it with the SEC after since July 29, 2016 through the date of this Agreement until the Closing Agreement. As of their respective dates (i) at the time of its filingor, complied or will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on as of the date of such amendment or subsequent filing), the Company SEC Reports (i) contain complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, as the case may be, applicable to such Company SEC Reports, and (ii) no such Company SEC Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reportmade therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of Optium's the Company’s Subsidiaries is required to file any forms, reports reports, or other documents with the SECSEC pursuant to Section 13 or 15 of the Exchange Act. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial 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 notesnotes and schedules thereto) included or incorporated by reference contained in any of the Optium Company SEC Reports, and in any formseach as amended (collectively, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing“Company Financial Statements”), complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (i) was or will be prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated therein or in the notes to such financial statements orthereto and, in the case of unaudited interim financial statements, as permitted for quarterly reports on by Form 10-QQ of the Exchange Act), and (ii) and fairly present, or will fairly presentpresented, in all material respects, the consolidated financial position position, results of Optium operations, and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments which were are not material). (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or will not be expected to be material in amount. The unaudited consolidated balance sheet each former principal executive officer of Optium as the Company and each former principal financial officer of February 2, 2008the Company, as contained applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Optium Company SEC Reports, is referred to herein as and the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate statements contained in such certifications were true and complete copies 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 Sxxxxxxx-Xxxxx Act. (d) From April 30, 2016 (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the documentation creating Company, any director or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) executive officer of Regulation S-K) effected by Optium the Company or any of its Subsidiaries since August 1has received any written complaint, 2004allegation, 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. (de) Optium maintains and will continue to maintain a standard system of accounting The Company has established and administered in accordance with GAAP. Optium 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 in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting (for the fiscal year ended April 30, 2017, and such assessment concluded that as defined in Rule 13a-15(f) under the Exchange Act) sufficient of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, includingsince April 30, without limitation2017, that none of the Company or any of its Subsidiaries has identified or been made aware of: (i) transactions are executed in accordance with management's general any “significant deficiency” or specific authorizations, “material weakness” (ii) transactions are recorded each 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in Rule 12b-2 of the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicableExchange Act) in the design or operation system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (Bii) any fraud, regardless of whether material, fraud that involves the Company’s management or other employees who have a significant role in Optium's the preparation of financial statements or the internal control over financial reporting. Since July 28reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, 2007, to the knowledge of Optium, neither Optium nor any written claim or allegation regarding any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative the foregoing. (f) The Company maintains disclosure controls and procedures (as defined in Section 6.1Rules 13a-15(e) and 15d-15(e) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any the Exchange Act) in compliance in all material complaint, allegation, assertion or claim, whether written or oral, regarding respects with the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingExchange Act. (eg) Optium The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market NYSE and is in compliance in all material respects with all applicable rules, regulations regulations, and requirements of SOXthe Sxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) Optium the Company has timely filed and made available with or otherwise furnished (as applicable) to Finisar the SEC all forms, reports and documents filings required to be filed made by Optium with it pursuant to the SECExchange Act and the Securities Act, other than registration statements on Form S 8 including the SEC Filings, since January 1, 2015. (collectivelyb) As of their respective dates, the "Optium SEC Reports"). Each of the Optium SEC Reports and Filings, including any formsfinancial statements or schedules included or incorporated by reference therein, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing (i) at the time of its filingfiled, complied or will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Filings. (c) As of their respective dates, and (ii) did not the SEC Filings, including any financial statements or will not schedules included or incorporated by reference therein, at the time of its filing (or if amended or superseded by a subsequent filingfiled, then on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, and, in the light of the circumstances under which they were made, not misleading. None of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (bd) Optium has timely filed The Financial Statements were prepared from the books and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 records of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC 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 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, subject, in the case of unaudited interim financial statements, as permitted for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium and its Subsidiaries as any of the respective dates and the consolidated results of its operations and cash flows for the periods indicatedCurrent Financial Statements, except that unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments which were and the absence of notes (that, if included, would not or will not be expected to be material differ materially from those presented in amountthe Audited Financial Statements). The unaudited consolidated balance sheet Financial Statements fairly present in all material respects the financial condition of Optium the Company and its Subsidiaries reflected therein as of February 2, 2008, as contained the respective dates they were prepared and the results of the operations and the changes in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies financial position of the documentation creating or governing, all securitization transactions Company and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1reflected therein for the periods indicated and have been prepared in the ordinary course of business, 2004in accordance with past practices and consistently applied throughout the periods indicated. (de) Optium maintains and will continue to maintain a standard system of accounting The Company has established and administered in accordance with GAAP. Optium maintains a system of “internal control controls” over financial reporting (as defined in Rule Rules 13a-15(f) under 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, including, without limitation, 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Filings; Financial Statements; Internal Controls. (a) Optium has timely filed and made available to Finisar The Company SEC Reports constitute all forms, reports reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium Company with the SEC after during the period since January 1, 2009. The Company SEC Reports filed on or prior to the date of this Agreement until the Closing hereof (i) at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations of the SEC promulgated thereunder, thereunder applicable to such Company SEC Reports and (ii) as of their respective filing dates did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reportmade 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 Optium's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 13 or 15 of the Exchange Act. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial 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 notesnotes and schedules thereto) included or incorporated by reference contained in any of the Optium Company SEC Reports, and in any formseach as amended (collectively, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing“Company Financial Statements”), (i) 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 United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved indicated (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-Qthereto) and (ii) fairly present, or will fairly presentpresented, in all material respects, the consolidated financial position position, results of Optium operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments which were not adjustments). (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or will not be expected to be material in amount. The unaudited consolidated balance sheet each former principal executive officer of Optium as the Company and each former principal financial officer of February 2, 2008the Company, as contained 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 Optium Company SEC Reports, is referred to herein as and the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate statements contained in such certifications were true and complete copies on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the documentation creating or governing, all securitization transactions and "offmeanings given to such terms in the Xxxxxxxx-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004Xxxxx Act. (d) Optium maintains and will continue to maintain a standard system Since January 1, 2009 through the date of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPthis Agreement, including, without limitation, 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) neither the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor Subsidiaries, nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant director or other Representative (as defined in Section 6.1) executive officer of Optium the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written in writing that the Company or oralany of its Subsidiaries has engaged in improper, regarding the illegal or fraudulent accounting or auditing practices, procedures, methodologies or methods of Optium or other than any of its Subsidiaries, including any such complaint, allegation, assertion or claim that Optium would not reasonably be expected to result in 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 material weakness in its 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. (ef) Optium 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 the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOXthe Xxxxxxxx-Xxxxx Act and the SEC. The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act, as applicable, with respect to the Company SEC Reports, and the statements contained in such certificates were accurate as of the date they were made. (h) Section 4.08(h) of the Disclosure Schedule lists with respect to cash, cash equivalents and short-term and long-term investments balances as of the date of the Most Recent Balance Sheet and as of the Business Day prior to the date of this Agreement (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) Optium has timely Each report, schedule, form, registration statement, proxy statement and other document filed or furnished by the Company with the Securities and made available to Finisar Exchange Commission (the "SEC") since January 1, 2004 (together with all information incorporated by reference therein, the "COMPANY SEC REPORTS"), which are all the reports, schedules, forms, reports statements and documents required to be filed or furnished by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium Company with the SEC since January 1, 2004 (including any Company SEC Report filed after the date of this Agreement until the Closing Agreement): (i) at the time of its filing, complied or was and will comply be prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act and the Exchange ActSarbanes-Oxley Act of 2002, and the rules and regulations xxxxxxxxxxx thereunder (the "SARBANES-OXLEY ACT"), in each case, applicable to such Compxxx XXX Xxxxxx as of its respective date, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or and will not at the time of its filing it was filed (or and if amended or superseded by a subsequent filing, filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements therein (in such Optium SEC Report, in the light of the circumstances under which they were made, in the case of any such Company SEC Report filed under the Exchange Act) not misleading. None of Optiumthe Company's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 Each set of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) included or incorporated by reference contained in the Company SEC Reports (including any of the Optium Company SEC Reports, and in any forms, reports or documents Report filed by Optium with the SEC after the date of this Agreement until the Closing, Agreement): (i) complied or and will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, thereto in effect at the time of such filing; (ii) was or and 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 thereto or, in the case of unaudited interim financial statements, may not contain footnotes as permitted for quarterly reports on by Form 10-QQ of the Exchange Act) and fairly present, or will fairly presenteach presents fairly, in all material respects, the consolidated financial position of Optium the Company and its Subsidiaries as of consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments which were not or will not be expected material in amount or significance. (c) The Company has previously furnished to 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 material in amount. The unaudited consolidated balance sheet of Optium as of February 2filed or furnished, 2008to agreements, as contained in documents or other instruments which previously had been filed by the Optium Company with the SEC Reports, is referred pursuant to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of Securities Act or the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004Exchange Act. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a Except as set forth on the Company Schedule, the Company's system of internal control controls over financial reporting (as defined are reasonably sufficient in Rule 13a-15(f) under the Exchange Act) sufficient all material respects to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityGAAP, (iiiii) access to assets is permitted that receipts and expenditures are executed only in accordance with the authorization of management's general or specific authorization, and (iviii) regarding prevention or timely detection of the recorded accountability for unauthorized acquisition, use or disposition of the Company's assets that could materially affect the Company's financial statements. (e) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to provide reasonable assurance that (i) 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 compared with recorded, processed, summarized and reported within the existing assets at reasonable intervals time periods specified in the rules, regulations and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company's management as appropriate action is taken 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 any differences. Optium such reports. (f) The Company's management has disclosed, based on disclosed to the most recent evaluations by its chief executive officer and its chief financial officer, to OptiumCompany's outside auditors and the audit committee of Optium's the Board of Directors (Ai) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company's and its subsidiaries' ability to record, process, summarize and report financial information and has identified for the Company's auditors and audit committee of the Board any material weaknesses in internal control over financial reporting and (Bii) any fraud, regardless of whether or not material, that involves management or other employees who have a significant role in Optiumthe Company's internal control over financial reporting. Since July 28, 2007, The Company has made available to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative Parent (as defined in Section 6.1i) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge a summary of any such disclosure made by management to the Company's auditors and audit committee, and (ii) any material complaintcommunication made by management or the Company's auditors to the audit committee required or contemplated by listing standards of Nasdaq, allegation, assertion the audit committee's charter or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements professional standards of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.Public

SEC Filings; Financial Statements; Internal Controls. (a) Optium A. IBG has timely filed and made available to Finisar HCBI all forms, reports and documents required to be filed by Optium with IBG since April 1, 2013 (the SEC, other than registration statements on Form S 8 (collectively“IBG SEC Reports”). Except as set forth in Confidential Schedule 4.12, the "Optium IBG SEC Reports"). Each of the Optium , including any IBG SEC Reports and any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing (i) Effective Time, at the time filed (or, if amended or superseded by a filing before the date of its this Agreement, then on the date of such filing, ) (A) complied or will comply in all material respects with the applicable requirements of the Securities Act U.S. federal securities laws and the Exchange Actother applicable laws, as the case may bestatutes, and the applicable rules and regulations of the SEC promulgated thereunderregulations, and (iiB) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium IBG SEC Report Reports or necessary in order to make the statements in such Optium IBG SEC ReportReports, in the light of the circumstances under which they were made, not misleading. None of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as As of the date of the filing thereof. Optium has made available to Finisar all comment letters this Agreement, there are no outstanding or unresolved comments received by Optium from the Staff of SEC staff with respect to the IBG SEC and all responses to such comment letters filed by or on behalf of OptiumReports. To the knowledge Best Knowledge of OptiumIBG, no Optium none of the IBG SEC Report Reports is currently the subject of any ongoing SEC review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SECinvestigation. (c) B. Each of the consolidated IBG financial statements (including, in each case, any related notes) included or incorporated by reference contained in any of the Optium IBG SEC Reports, and in including any forms, reports or documents IBG SEC Reports filed by Optium with the SEC after the date of this Agreement until the ClosingEffective Time, 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 United States generally accepted accounting principles ("GAAP") 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 by Form 10-Q) Q of the SEC), and fairly present, or will fairly present, presented in all material respects, respects the consolidated financial position of Optium IBG and its Subsidiaries as of at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim consolidated financial statements were or will be are subject to normal and recurring year-end adjustments which were not or will are not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, amount or effect. C. IBG has not been notified by its independent public accounting firm that such accounting firm is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of the documentation creating view that any of financial statements should be restated which has not been restated in subsequent financial statements or governingthat IBG should modify its accounting in future periods. D. Since December 31, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) 2012, none of Regulation S-K) effected by Optium IBG nor any of its Subsidiaries, nor, to IBG’s Best Knowledge any director, officer or employee of IBG or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) representative of Optium IBG or any of its Subsidiaries Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium IBG or any of its SubsidiariesSubsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Optium IBG or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing IBG or any of its Subsidiaries, whether or not employed by IBG or any of its Subsidiaries, has reported evidence of a material weakness in violation of securities laws, breach of fiduciary duty or similar violation by IBG, any of its Subsidiaries or any of their officers, directors, employees or agents to IBG’s or any of its Subsidiaries’ board of directors or any committee thereof or to any director or officer of IBG or any of its Subsidiaries. Since December 31, 2012, there have been no internal control over investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial reportingofficer, individuals performing similar functions, IBG’s or any of its Subsidiaries’ board of directors or any committee thereof. (e) Optium is E. There are no outstanding loans made by IBG or any of its Subsidiaries to any executive officer or director of IBG, other than loans that are subject to and in compliance in all material respects with all current listing and corporate governance requirements of Regulation O under the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOXFederal Reserve Act.

SEC Filings; Financial Statements; Internal Controls. (ai) Optium SEC Filings. As of the date hereof, the Company has timely filed and made available to Finisar all the registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Optium it with the SEC. All such registration statements, other than registration statements on Form S 8 (collectivelyprospectuses, the "Optium SEC Reports"). Each of the Optium SEC Reports and any reports, schedules, forms, reports or statements and other documents in the form filed by Optium with the SEC after have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the “Company SEC filings.” As of their respective dates (or if subsequently amended or supplemented, on the date of this Agreement until such amendment or supplement), the Closing Company SEC filings (i) at the time of its filing, were prepared in accordance and complied or will comply in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such Company SEC filings, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None of Optium's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium . No executive officer of the Company has timely filed and made available failed to Finisar all make the certifications and statements required by (i) Rule 13a-14 of him or her under the Exchange Act or (y) Sections Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing2002, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optiumamended, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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 promulgated thereunder. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC 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 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 for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium 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 were not or will not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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 differencesCompany SEC Filings. Optium has disclosed, based on Neither the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries executive officers has received notice from any Governmental Entity challenging or otherwise had questioning the accuracy, completeness, form or obtained knowledge manner of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods filing of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingsuch certifications. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Filings; Financial Statements; Internal Controls. (ah) Optium Parent has timely filed Made Available to the Company accurate and made available to Finisar complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed or furnished by Optium Parent with the SEC after and all amendments thereto, in each case between January 1, 2020 and the date of this Agreement until (the Closing “Parent SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) at each of the time of its filing, Parent SEC Reports complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, Xxxxxxxx-Xxxxx Act (as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, ); and (ii) did not or will not at none of the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent SEC Reports, the principal executive officer and principal financial officer of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and Parent have made available to Finisar all certifications and statements required by (i) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of the Xxxxxxxx-Xxxxx Act Act, and the statements contained in such certifications were accurate and complete as of 2002 ("SOX") its date. As of the date of this US-LEGAL-11446530/6 174293-0017 3089529.v7 Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any Optium of the Parent SEC Filing, and all such certifications were true and correct as Reports. As of the date of this Agreement, to the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff Knowledge of Parent, none of the Parent SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report Reports is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (ca) Each of the The audited consolidated financial statements (including, in each case, any related notes) included and unaudited consolidated interim financial statements of Parent contained or incorporated by reference in any of the Optium Parent SEC Reports, and in any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing, : (i) complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect applicable thereto, was or will be ; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved covered (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 by Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium and its Subsidiaries as Q of the respective dates SEC, and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments which were not that will not, individually or will not be expected to in the aggregate, be material in amount. The unaudited ); and (iii) fairly present the consolidated balance sheet financial position of Optium Parent and its consolidated subsidiaries as of February 2, 2008, as contained 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 Parent and its Subsidiaries are required by GAAP to be included in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies consolidated financial statements of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004Parent. (db) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that that: (i) transactions are executed in accordance with management's ’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 ’s general or specific authorization, ; and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent maintains disclosure controls and procedures and internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Optium Such disclosure controls and procedures are reasonably designed to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents and such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Parent has disclosed, based on the its most recent evaluations by its chief executive officer and its chief evaluation of internal control over financial officerreporting, to Optium's outside Parent’s auditors and the audit committee of Optium's Board Parent’s board of Directors directors and in a Parent SEC Report (Ai) any significant deficiencies deficiency or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (Bii) any fraud, regardless of whether or not material, that involves management or any other employees employee or service provider who have has (or has had) a significant role in Optium's Parent’s internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Optium Parent is in compliance in all material respects with all current the applicable listing and corporate governance requirements other rules and regulations of the NASDAQ Global Market Nasdaq, and, since January 1, 2020, has not received any notice from Nasdaq asserting any material non-compliance with such rules and regulations. (d) Parent is in compliance in all material respects with all applicable rulesprovisions of the Xxxxxxxx-Xxxxx Act. Parent does not have outstanding, regulations or have arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Since January 1, 2020, there have been no changes in any of Parent’s accounting policies or in the methods of making accounting estimates or changes in estimates US-LEGAL-11446530/6 174293-0017 3089529.v7 that, individually or in the aggregate, are material and requirements adverse to Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Reports, except as described in the Parent SEC Reports. (f) Since January 1, 2020, all transactions, agreements, arrangements or understandings between Parent or any of SOXits Subsidiaries, on the one hand, and any other Person, on the other hand, that were required to be disclosed pursuant to Item 404 of Regulation S-K were disclosed in Parent SEC Reports, as applicable.

SEC Filings; Financial Statements; Internal Controls. (a) Optium Except as set forth on Section 4.08 of the Disclosure Schedule, the Company has timely filed and made available to Finisar all forms, reports reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Optium it with the United States Securities and Exchange Commission (the “SEC”) during the period since January 1, other than registration statements 2007 (the “Company SEC Reports”). Except as set forth on Form S 8 (collectivelySection 4.08 of the Disclosure Schedule, the "Optium SEC Reports"). Each of the Optium Company SEC Reports and any forms, reports filed on or documents filed by Optium with the SEC after prior to the date of this Agreement until the Closing hereof (i) at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations of the SEC promulgated thereunder, thereunder applicable to such Company SEC Reports and (ii) as of their respective filing dates did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reportmade 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. None of Optium's Subsidiaries the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review or investigation. The Company Subsidiary is not required to file any forms, reports or other documents with the SECSEC pursuant to Section 13 or 15 of the Exchange Act. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements contained in the Company SEC Reports (includingcollectively, in each case, any related notesthe “Company Financial Statements”) included or incorporated by reference in any (i) complied as of the Optium SEC Reportstheir respective dates, and in any forms, reports or documents filed by Optium as of their respective dates of filing with the SEC after the date of this Agreement until the ClosingSEC, complied or will comply as to form in all material respects with applicable accounting requirements and the applicable 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") GAAP applied on a consistent basis with the Company’s past practices throughout the periods involved indicated (except as may be indicated in the notes to such thereto), and (iii) presents accurately and fairly in all material respects the consolidated financial statements orposition, results of operations and cash flows of the Company and the Company Subsidiary as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, as permitted to normal and recurring year-end adjustments). (c) The Company has made available to Parent true and complete copies of the Most Recent Balance Sheet and the related unaudited consolidated statements of income, retained earnings and stockholders’ equity for quarterly reports on Form 10the four month-Qperiod ended April 30, 2013 (collectively, the “Most Recent Financial Statements”). The Most Recent Financial Statements (i) are in accordance with the books and fairly present, or will fairly present, records of the Company and the Company Subsidiary in all material respects, (ii) were 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) present accurately and fairly in all material respects the consolidated financial position of Optium and its Subsidiaries as of the respective dates and the consolidated position, results of its operations and cash flows of the Company and the Company Subsidiary as at the respective dates thereof and for the respective periods indicatedindicated therein; provided, except however, that unaudited interim financial statements were or will be the Most Recent Financial Statements are subject to normal and recurring year-end adjustments (none of which were not or will not be expected are anticipated to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, material) and Optium has made available to Finisar true, accurate lack footnotes and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004other presentation items. (d) Optium maintains Each of the principal executive officer of the Company and will continue 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 maintain 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. (e) Neither the Company nor the Company Subsidiary, nor any director or officer of the Company or the Company Subsidiary has received any complaint, allegation, assertion or claim, that the Company or the Company Subsidiary has engaged in improper, illegal or fraudulent accounting or auditing practices, and no attorney representing the Company or the Company Subsidiary, whether or not employed by the Company or the Company Subsidiary, has reported evidence of a standard system violation of accounting securities Laws, breach of fiduciary duty or similar violation by the Company or the Company Subsidiary 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. (f) The Company has established and administered in accordance with GAAP. Optium maintains a system of “internal control over financial reporting reporting” (as defined in Rule Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (i) transactions are executed in accordance with management's ’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 ’s general or specific authorization, 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. Optium has disclosed, based on The books of account and other records of the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors Company and the audit committee Company Subsidiary, all of Optium's Board which have been made available to Parent and Merger Sub, are complete and correct and have been maintained in accordance with sound business practices and the requirements of Directors Section 13(b)(2) of the Exchange Act. (Ag) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting The Company’s disclosure controls and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative procedures (as defined in Section 6.1Rules 13a-15(e) and 15d-15(e) of Optium 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 principal executive officer and the principal 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 its Subsidiaries has received the disclosure controls and procedures as of the end of the period covered by such report or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingamendment based on such evaluation. (eh) Optium Except as set forth on Section 4.08(h) of the Disclosure Schedule, the Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOXthe Xxxxxxxx-Xxxxx Act and the SEC. (i) Section 4.08(i) of the Disclosure Schedule lists with respect to cash, cash equivalents and short-term and long-term investments balances as of the date of the Most Recent Balance Sheet and as of the Business Day prior to the date of this Agreement (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) Optium The Company has timely filed Made Available to Parent accurate and made available to Finisar complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed or furnished by Optium the Company with the SEC after and all amendments thereto, in each case between January 1, 2020 and the date of this Agreement until (the Closing “Company SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) at each of the time of its filing, Company SEC Reports complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, Xxxxxxxx-Xxxxx Act (as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, ); and (ii) did not or will not at none of the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and Company have made available to Finisar all certifications and statements required by (i) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filingeach such required certification, a “Certification”), and all the statements contained in such certifications were true accurate and correct complete as of its date. For purposes of this Agreement, (A) “principal executive officer” and “principal financial officer” shall have the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses meanings given to such comment letters filed by or on behalf of Optium. To terms in the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Xxxxxxxx-Xxxxx Act and the rules and regulations thereunder. As used in this Section 3.4, (B) the term "“file" ” and variations thereof shall be broadly construed to include any manner in which a any document or information is furnished, supplied or otherwise made available to the SEC. (c) Each . As of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until Agreement, there are no unresolved comments issued by the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations staff of the SEC with respect thereto, 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 for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium and its Subsidiaries as any 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 were not or will not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium Company SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies . As of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) date of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007this Agreement, to the knowledge Knowledge of Optiumthe Company, neither Optium nor any none of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge the Company SEC Reports is the subject of any material complaint, allegation, assertion or claim, whether written or oral, regarding ongoing review by the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingSEC. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Filings; Financial Statements; Internal Controls. (a) Optium The Company has timely filed and made available to Finisar or furnished all forms, reports certifications, reports, schedules, declarations, statements, applications and other documents required to be filed with or furnished to the SEC by Optium with it prior to the SECdate hereof and since July 1, other than registration statements on Form S 8 2013 (collectively, in each case as may have been amended since their filing, the "Optium SEC “Company Reports"”). Each , each of the Optium SEC Reports which, as of their respective effective dates or filing dates, as applicable, and any forms, reports or documents filed by Optium with the SEC after as amended prior to the date of this Agreement until the Closing (i) at the time of its filingAgreement, complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act, as the case may be, and the applicable rules and regulations Xxxxxxxx-Xxxxx Act of 2002 (the SEC promulgated thereunder“Xxxxxxxx-Xxxxx Act”), and (ii) did not each as in effect on the date such Company Report was so filed or will not at effective. Except to the time of its filing (or if amended extent that any information in any Company Report has been revised or superseded by a subsequent filing, then on Company Report filed prior to the date hereof, none of such filing) contain the Company Reports (including any financial statements or schedules included therein), when filed or furnished, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report or incorporated by reference therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None of Optium's Subsidiaries the Company’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 SEC under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as Act. As of the date of the filing thereof. Optium has made available to Finisar all comment letters this Agreement, there are no unresolved comments received by Optium the Company from the Staff of the SEC and all responses with respect to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SECCompany Reports. (cb) Each of the consolidated audited and unaudited financial statements (including, in each case, including any related notes) included in or incorporated by reference in any of the Optium SEC Company Reports, and in any forms, reports as amended or documents filed by Optium with the SEC after supplemented prior to the date of this Agreement until hereof (collectively, together with all notes and schedule thereto, the Closing“Financial Statements”), (i) complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect theretothereto when filed, (ii) was or will be prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted for purposes of Quarterly Reports on Form 10-Q) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and subject, in the case of unaudited consolidated interim financial statements, to such normal year-end audit adjustments and the absence of notes not required by GAAP) and (iii) fairly presents in all material respects the consolidated financial statements orposition of the Company and its subsidiaries as of the date thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the period then ended (subject, in the case of unaudited interim financial statementsFinancial Statements, as permitted for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium 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 audit adjustments which which, individually or in the aggregate, were not or will not, and would not be reasonably expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2be, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004material). (dc) Optium maintains and will continue to maintain a standard system of accounting The Company has established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting disclosure controls and procedures (as such term is defined in Rule 13a-15(f) 13a-15 and Rule 15d-15 under the Exchange Act) sufficient for the Company and its subsidiaries to provide reasonable assurance comply in all material respects with all applicable legal and accounting requirements required by Rule 13a-15 and Rule 15d-15 under the Exchange Act; such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company, including its consolidated subsidiaries, required to be 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 SEC rules and forms, and that all such material information is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act regarding the reliability Company’s and each of financial reporting its subsidiaries’ disclosure controls and procedures. With respect to each Annual Report on Form 10-K, each Quarterly Report on Form 10-Q and each amendment of any such report included in the Company Reports filed after the effective date of the Xxxxxxxx-Xxxxx Act, the principal executive officer and the preparation principal financial officer of the Company (or each former principal executive officer and each former principal financial statements for external purposes in accordance with GAAP, including, without limitation, that (iofficer of the Company) 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 have made all certifications required by the Xxxxxxxx-Xxxxx Act and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, any related rules and (iv) regulations promulgated by the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesSEC. Optium The Company has disclosed, based on the its most recent evaluations by evaluation of its chief executive officer disclosure controls and its chief financial officerprocedures prior to the date hereof, to Optium's outside the Company’s auditors and the audit committee of Optium's the Company Board of Directors (Ai) any significant deficiencies or and material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control controls over financial reporting which, at the time of such disclosure, were then reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (Bii) any fraud, regardless of whether or not material, that involves that, at the time of such disclosure, involved management or other employees who have then had a significant role in Optium's the Company’s internal control controls over financial reporting. Since July 28As used herein, 2007the terms “significant deficiencies” and “material weaknesses” have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, to as in effect on the knowledge date of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingthis Agreement. (ed) Optium is in compliance in all material respects with all current listing and corporate governance requirements Except (i) as set forth on Section 3.05(d) of the NASDAQ Global Market Disclosure Schedule, (ii) as reflected or reserved against in the Financial Statements, (iii) for liabilities and obligations incurred since May 31, 2016 (the “Balance Sheet Date”) in the ordinary course of business and consistent with past practice, none of which is a material liability for breach of contract, breach of warranty, tort or a violation of Law by the Company or any subsidiary of the Company, (iv) for liabilities or obligations that have been discharged or paid in compliance full, (v) for liabilities and obligations (other than those incurred in all material respects the ordinary course of business, which are addressed by the foregoing clause (iii) and not this clause (v)), less than $1,500,000 in the aggregate, (vi) for liabilities incurred pursuant to this Agreement or in connection with all applicable rulesthe transactions contemplated hereby and (vii) for liabilities and obligations incurred under any executory Contract other than liabilities or obligations due to breaches by the Company or any subsidiary of the Company thereunder, regulations neither the Company nor any subsidiary of the Company has incurred any liabilities or obligations of any nature that, whether or not accrued, contingent or otherwise and requirements whether or not such liabilities or obligations would be required by GAAP to be recognized or disclosed on a consolidated balance sheet of SOXthe Company and its subsidiaries or in the notes thereto.

SEC Filings; Financial Statements; Internal Controls. (a) Optium The Company has timely filed and made available to Finisar all forms, reports reports, schedules, declarations, statements, applications and other documents required to be filed by Optium it with the SECSEC since January 1, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports 2012 and any will timely file all forms, reports or reports, schedules, declarations, statements, applications and other documents required to be filed by Optium it with the SEC after the date hereof (together with any documents so filed during such period on a voluntary basis, in each case as may have been or may be amended from the date of this Agreement until their filing, collectively, the Closing (i) at the time “Reports”), each of its filingwhich, when filed or amended, complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Exchange Act, each as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then in effect on the date so filed. None of such filing) the Reports, when filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated in such Optium SEC Report or incorporated by reference therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None of Optium's the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC under the Exchange Act. As of the date of this Agreement, there are no unresolved comments received by the Company from the staff of the SEC with respect to any of the Reports. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated audited and unaudited financial statements (including, in each case, including any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing(i) when filed, complied or will comply as to form in all material respects with all applicable accounting requirements and with the applicable published rules and regulations of the SEC with respect thereto, (ii) was prepared or will be prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted for purposes of Quarterly Reports on Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements orthereto), in the case of unaudited interim financial statementsand (iii) when filed, as permitted for quarterly reports on Form 10-Q) and fairly present, presented or will fairly present, in all material respects, present the consolidated financial position of Optium and its Subsidiaries as of the Company Group at the respective dates thereof and the consolidated results of its and their operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or will be subject quarterly statements, to normal and recurring year-end adjustments which that were not, and are not or will not be expected to be be, material in amount). The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies All of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Company Subsidiaries since August 1, 2004are consolidated for accounting purposes. (dc) Optium The Company has established, implemented and maintains disclosure controls and will continue to maintain a standard system of accounting established procedures and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting reports (as such terms are defined in Rule 13a-15(f) Rules 13a-15 and 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding as required by Rule 13a-15 under the reliability of financial reporting Exchange Act and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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 GAAP, and such disclosure controls and procedures are designed to ensure that all material information relating to the Company Group that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and principal financial officer to allow timely decisions regarding required disclosure and to maintain asset accountabilitymake the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, (iii) access as amended. Except as has been disclosed prior to assets is permitted only the date of this Agreement in reports filed by the Company with the SEC in accordance with management's general applicable SEC requirements, such disclosure controls and procedures are effective to provide reasonable assurance that all information required to be disclosed by the Company in the reports that it files or specific authorizationsubmits under the Exchange Act is recorded, processed, summarized and (iv) reported within the recorded accountability for assets is compared with the existing assets at reasonable intervals time periods specified in SEC rules and appropriate action is taken with forms. With respect to the Annual Report on Form 10-K, each Quarterly Report on Form 10-Q and each amendment of any differences. Optium has disclosedsuch report included in the Reports, based on the most recent evaluations by its chief principal executive officer and its chief the principal financial officerofficer of Company have made and will make all certifications required by the Xxxxxxxx-Xxxxx Act of 2002, as amended, and any related rules and regulations promulgated by the SEC, and the statements contained in all such certifications were or will be as of their respective dates true, complete and correct. The Company has disclosed to Optium's outside the Company’s auditors and the audit committee of Optium's the Board of Directors (A) any significant deficiencies or and material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, regardless of whether or not material, that involves management or other employees who have a significant role in Optium's the Company’s internal control over financial reporting. Since July 28, 2007. (d) None of the Company Group nor, to the knowledge Knowledge of Optiumthe Company, neither Optium nor any of its Subsidiaries nor any director, officer, employeeagent, auditor, accountant employee or other Representative person acting on behalf of any of the Company Group has (i) used any corporate or other funds for unlawful contributions, payments or gifts, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds, in any case in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. In the period between the Company’s proxy statement dated April 8, 2013 and the date of this Agreement, no event has occurred that would be required to be reported under “Certain Relationships and Related Transactions” pursuant to Item 404 of Regulation S-K promulgated by the SEC. (e) None of the Company Group has any liabilities or obligations of any nature that would be required to be set forth in a consolidated balance sheet prepared as defined of the date of this Agreement in Section 6.1accordance with GAAP, except liabilities or obligations: (i) as and to the extent set forth on the audited consolidated balance sheet of Optium the Company Group as of December 31, 2012 (such balance sheet, the “Balance Sheet,” and such date, the “Balance Sheet Date”) (including the notes thereto) included in the Reports; or (ii) incurred after the Balance Sheet Date and prior to the date of this Agreement in the ordinary course of business consistent with past practice, none of which would, individually or in the aggregate, have or reasonably be expected to have a Company MAE. (f) The Company has made available to Parent and Newco complete and correct copies of any amendments or modifications that have not yet been filed with the SEC to Contracts that previously had been filed by the Company with the SEC pursuant to the Exchange Act. (g) Since January 1, 2012 through the date of this Agreement, to the Knowledge of the Company, (i) none of the Company Group or any director or officer of its Subsidiaries any of the Company Group has received or otherwise had or obtained knowledge of received, and the Company has no Knowledge of, any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiariesthe Company Group or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Optium any of the Company Group has engaged in questionable accounting or auditing practices, and (ii) no attorney representing any of the Company Group, whether or not employed by any of the Company Group, has reported evidence of a material violation of securities Laws by the Company or any of its Subsidiaries has officers, directors, employees or agents, or a material weakness in its internal control over financial reporting. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements breach of fiduciary duty by any of the NASDAQ Global Market and is in compliance in all material respects with all applicable rulesofficers or directors of the Company, regulations and requirements to the Board or any committee thereof or to any director or officer of SOXthe Company.

SEC Filings; Financial Statements; Internal Controls. (a) Optium has timely Each report, schedule, form, registration statement, proxy statement and other document filed or furnished by the Company with the Securities and made available to Finisar Exchange Commission (the “SEC”) since January 1, 2005 (together with all information incorporated by reference therein, the “Company SEC Reports”), which are all the reports, schedules, forms, reports statements and documents required to be filed or furnished by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium Company with the SEC since January 1, 2004 (including any Company SEC Report filed after the date of this Agreement until the Closing Agreement): (i) at the time of its filing, complied or was and will comply be prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), in each case, applicable to such Company SEC Report as of its respective date, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) did not or and will not at the time of its filing it was filed (or and if amended or superseded by a subsequent filing, filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements therein (in such Optium SEC Report, in the light of the circumstances under which they were made, in the case of any such Company SEC Report filed under the Exchange Act) not misleading. None of Optium's Subsidiaries the Company’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all certifications and statements required by (i) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 Each set of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filing, and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SEC. (c) Each of the consolidated financial statements (including, in each case, any related notesnotes thereto) included or incorporated by reference contained in the Company SEC Reports (including any of the Optium Company SEC Reports, and in any forms, reports or documents Report filed by Optium with the SEC after the date of this Agreement until the Closing, Agreement): (i) complied or and will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, thereto in effect at the time of such filing; (ii) was or and 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 thereto or, in the case of unaudited interim financial statements, may not contain footnotes as permitted for quarterly reports on by Form 10-QQ of the Exchange Act) and fairly present, or will fairly presenteach presents fairly, in all material respects, the consolidated financial position of Optium the Company and its Subsidiaries as of consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments which were not or will not be expected material in amount or significance. (c) The Company has previously furnished to 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 material in amount. The unaudited consolidated balance sheet of Optium as of February 2filed or furnished, 2008to agreements, as contained in documents or other instruments which previously had been filed by the Optium Company with the SEC Reports, is referred pursuant to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies of Securities Act or the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004Exchange Act. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a Except as set forth on the Company Schedule, the Company’s system of internal control controls over financial reporting (as defined are reasonably sufficient in Rule 13a-15(f) under the Exchange Act) sufficient all material respects to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityGAAP, (iiiii) access to assets is permitted that receipts and expenditures are executed only in accordance with the authorization of management's general or specific authorization, and (iviii) regarding prevention or timely detection of the recorded accountability for unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to provide reasonable assurance that (i) 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 compared with recorded, processed, summarized and reported within the existing assets at reasonable intervals time periods specified in the rules, regulations and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate action is taken 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 any differences. Optium such reports. (f) The Company’s management has disclosed, based on disclosed to the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside Company’s auditors and the audit committee of Optium's the Board of Directors (Ai) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s and its subsidiaries’ ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Board any material weaknesses in internal control over financial reporting and (Bii) any fraud, regardless of whether or not material, that involves management or other employees who have a significant role in Optium's the Company’s internal control over financial reporting. Since July 28, 2007, The Company has made available to the knowledge Parent (i) a summary of Optiumany such disclosure made by management to the Company’s auditors and audit committee, neither Optium nor and (ii) any material communication made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of its Subsidiaries nor Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. No material complaints from any directorsource regarding accounting, officerinternal accounting controls or auditing matters, employeeand no material concerns from Company or subsidiary of the Company employees regarding questionable accounting or auditing matters, auditor, accountant 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 through the Company’s whistleblower hot-line or equivalent system for receipt of employee or other Representative (as defined in Section 6.1) person’s concerns regarding possible violations of Optium Legal Requirements by the Company or any of its Subsidiaries has received subsidiaries or otherwise had or obtained knowledge any of any material complaint, allegation, assertion or claim, whether written or oral, regarding their respective employees. No attorney representing the accounting or auditing practices, procedures, methodologies or methods of Optium Company or any of its Subsidiariessubsidiaries, including any complaint, allegation, assertion whether or claim that Optium not employed by the Company or any of its Subsidiaries subsidiaries, has reported evidence of a material weakness violation of securities laws, breach of fiduciary duty or similar violation by the Company, any subsidiary of the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board or the Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in its internal control over financial reportinginstances not required by those rules. (eg) Optium The Company is in compliance in all material respects with all current the applicable provisions of the Xxxxxxxx-Xxxxx Act and with the applicable listing and corporate governance requirements other rules and regulations of the NASDAQ Global Market Nasdaq and is has not received any notice from the Nasdaq asserting any non-compliance with such rules and regulations. Each of the principal executive officer of the Company and the principal financial officer of the Company 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 with respect to the Company SEC Reports, and the statements contained in compliance such certifications are accurate in all material respects with all applicable rulesrespects. For purposes of this Agreement, regulations “principal executive officer” and requirements “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of SOXits subsidiaries has 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.

SEC Filings; Financial Statements; Internal Controls. (a) Optium Harmony has timely filed and made available to Finisar the Company, the Shareholders and the and the holders of stock options of the Company as set out in Schedule A (the “Option Holders”) a correct and complete copy of each report, registration statement and definitive proxy statement filed by Harmony (the “Harmony SEC Reports”) with the SEC, which are all the forms, reports and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed by Optium Harmony with the SEC after prior to the date of this Agreement. All Harmony SEC Reports required to be filed by Harmony in the twelve (12) month period prior to the date of this Agreement until were filed in a timely manner. As of their respective dates, the Closing Harmony SEC Reports: (i) at the time of its filing, were prepared in accordance and complied or will comply in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such Harmony SEC Reports, and (ii) did not or will not at the time of its filing they were filed (or and if amended or superseded by a subsequent filing, filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Harmony makes no representation or warranty whatsoever concerning any Harmony SEC Report as of Optium's Subsidiaries is required any time other than the date or period with respect to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and made available to Finisar all which it was filed. The certifications and statements required by (iA) Rule 13a-14 under the Exchange Act or and (yB) Sections 302 or 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act Act) relating to the Harmony SEC Documents are accurate and complete and comply as to form and content with all applicable laws or rules of 2002 ("SOX") with respect to any Optium SEC Filing, applicable governmental and all such certifications were true and correct as of the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses to such comment letters filed by or on behalf of Optium. To the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that regulatory authorities in all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium 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. As used in this Section 3.4, 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 SECrespects. (cb) Each set of the consolidated financial statements (including, in each case, any related notesnotes thereto) included or incorporated by reference contained in any of the Optium Harmony SEC Reports, and in any forms, reports or documents including each Harmony SEC Report filed by Optium with the SEC after the date of this Agreement hereof 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 United States generally accepted accounting principles ("GAAP") U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, do not contain footnotes as permitted for quarterly reports on by Form 10-QQ of the Exchange Act) and each fairly present, presents or will fairly present, present in all material respects, respects the consolidated financial position of Optium and its Subsidiaries as of Harmony at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or will be subject to normal and recurring year-end adjustments which were not or will are not be expected to be material in amount. The unaudited consolidated balance sheet have a Material Adverse Effect on Harmony taken as a whole. (c) Harmony maintains disclosure controls and procedures that satisfy the requirements of Optium as of February 2, 2008, as contained in Rule 13a-15 under the Optium SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule listsExchange Act, and Optium has such disclosure controls and procedures are designed to ensure that all material information concerning Harmony is made available known on a timely basis to Finisar true, accurate the individuals responsible for the preparation of Harmony’s filings with the SEC and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004other public disclosure documents. (d) Optium maintains and will continue to maintain To the knowledge of Harmony, Harmony’s auditor has at all required times since the date of enactment of the Sxxxxxxx-Xxxxx Act been: (i) a standard system of registered public accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting firm (as defined in Rule 13a-15(fSection 2(a)(12) of the Sxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Harmony within the meaning of Regulation S-X under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting ; and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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 compliance with management's general or specific authorization, and subsections (ivg) through (l) of Section 10A of the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors Exchange Act and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007, to the knowledge of Optium, neither Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingBoard thereunder. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Filings; Financial Statements; Internal Controls. (a) Optium The Company has timely filed Made Available to Parent accurate and made available to Finisar complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and documents required to be filed by Optium with the SEC, other than registration statements on Form S 8 (collectively, the "Optium SEC Reports"). Each of the Optium SEC Reports and any forms, reports or documents filed or furnished by Optium the Company with the SEC after and all amendments thereto, in each case between January 1, 2020 and the date of this Agreement until (the Closing “Company SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) at each of the time of its filing, Company SEC Reports complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, Sxxxxxxx-Xxxxx Act (as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, ); and (ii) did not or will not at none of the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Optium SEC Report therein or necessary in order to make the statements in such Optium SEC Reporttherein, in the light of the circumstances under which they were made, not misleading. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Optium has timely filed and Company have made available to Finisar all certifications and statements required by (i) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Optium SEC Filingeach such required certification, a “Certification”), and all the statements contained in such certifications were true accurate and correct complete as of its date. For purposes of this Agreement, (A) “principal executive officer” and “principal financial officer” shall have the date of the filing thereof. Optium has made available to Finisar all comment letters received by Optium from the Staff of the SEC and all responses meanings given to such comment letters filed by or on behalf of Optium. To terms in the knowledge of Optium, no Optium SEC Report is currently the subject of any ongoing review by the SEC. Optium maintains disclosure controls and procedures required by Rule 13a-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Optium's SEC filings and other public disclosure documents. The Optium Disclosure Schedule lists, and Optium has made available to Finisar, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. To Optium's knowledge, each director and executive officer of Optium has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Sxxxxxxx-Xxxxx Act and the rules and regulations thereunder. As used in this Section 3.4, (B) the term "“file" ” and variations thereof shall be broadly construed to include any manner in which a any document or information is furnished, supplied or otherwise made available to the SEC. (c) Each . As of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Optium SEC Reports, and in any forms, reports or documents filed by Optium with the SEC after the date of this Agreement until Agreement, there are no unresolved comments issued by the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations staff of the SEC with respect thereto, 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 for quarterly reports on Form 10-Q) and fairly present, or will fairly present, in all material respects, the consolidated financial position of Optium and its Subsidiaries as any 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 were not or will not be expected to be material in amount. The unaudited consolidated balance sheet of Optium as of February 2, 2008, as contained in the Optium Company SEC Reports, is referred to herein as the "Optium Balance Sheet." The Optium Disclosure Schedule lists, and Optium has made available to Finisar true, accurate and complete copies . As of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) date of Regulation S-K) effected by Optium or any of its Subsidiaries since August 1, 2004. (d) Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Optium maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, 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. Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Optium's outside auditors and the audit committee of Optium's Board of Directors (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board's Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal control over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Optium's internal control over financial reporting. Since July 28, 2007this Agreement, to the knowledge Knowledge of Optiumthe Company, neither Optium nor any none of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Optium or any of its Subsidiaries has received or otherwise had or obtained knowledge the Company SEC Reports is the subject of any material complaint, allegation, assertion or claim, whether written or oral, regarding ongoing review by the accounting or auditing practices, procedures, methodologies or methods of Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Optium or any of its Subsidiaries has a material weakness in its internal control over financial reportingSEC. (e) Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Market and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.