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

SEC Filings; Financial Statements; Internal Controls. (a) Finisar has timely filed and made available to Optium all forms, reports and documents required to be filed by Finisar with the SEC under the Exchange Act since May 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports and any forms, reports or documents filed by Finisar with the SEC after the date of this Agreement until the Closing (i) at the time of it 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regulations of the SEC promulgated thereunder, and (ii) did not or will not at the time of its filing (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated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 Finisar SEC Filing or necessary in order to make the statements in such Finisar SEC Filing, in the light of the circumstances under which they were made, not misleading. None of Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar The Company has timely filed and made available to Optium Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company with the SEC (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, reports and documents required to be filed by Finisar with the SEC under the Exchange Act since May 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports and any forms, reports or documents filed by Finisar Company with the SEC after the date of this Agreement until hereof and prior to the Closing Effective Time, (i) at were and, in the time case of it filingCompany SEC Reports filed after the date hereof, complied or 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”) 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 they were filed (or if amended or superseded by a subsequent filingfiling prior to the date of this Agreement, then on the date of such filing) ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Finisar Company SEC Filing Reports or necessary in order to make the statements in such Finisar Company SEC FilingReports, in the light of the circumstances under which they were and will be made, not misleading. None of Finisar's the Company’s Subsidiaries is required to file any forms, reports reports, schedules, statements or other documents with the SEC. (b) Finisar has timely filed . Each director and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as officer of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar Company has filed with or furnished to the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May January 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC2005. (cb) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference notes and schedules), contained in any of the Finisar Company SEC Reports, and in including any forms, reports or documents Company SEC Reports filed by Finisar with the SEC after the date of this Agreement until the ClosingAgreement, complied or will comply comply, as to form of its respective date, in all material respects with all applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto) 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, presented or will fairly present, present in all material respects, respects the consolidated financial position of Finisar the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments which were have not or will been and are not be expected to be material in amount, individually or in the aggregate. The unaudited consolidated audited balance sheet of Finisar as of January 27, 2008, as the Company contained in the Finisar Company SEC ReportsReport on Form 10-K for the fiscal year ended December 31, 2004 is referred to herein as the "Finisar “Company Balance Sheet." ” (c) The Finisar Disclosure Schedule listschief executive officer and chief financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC (the “Xxxxxxxx-Xxxxx Act”), and Finisar has made available to Optium true, accurate the statements contained in any such certifications are complete and complete copies correct; and the Company is otherwise in compliance with all applicable effective provisions of the documentation creating or governing, all securitization transactions Xxxxxxxx-Xxxxx Act and "off-balance sheet arrangements" the applicable listing and corporate governance rules of The Nasdaq National Market (as defined in Item 303(c) of Regulation S K) effected by Finisar or any of its Subsidiaries since May 1, 2004“Nasdaq”). The Finisar Disclosure Schedule lists composition of all non-audit services performed by Ernst & Young LLP for Finisar committees of the Company’s Board of Directors are, and its Subsidiaries since May 1have at all times been, 2004in compliance in all material respects with their respective charters, and all proceedings and actions of such committees have been conducted in compliance in all material respects with such charters. (d) Finisar The Company (i) has designed effective disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, (ii) maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and internal control over financial reporting (reporting, each as defined in required by Rule 13a-15(f) 13a-15 under the Exchange Act, sufficient to provide reasonable assurance regarding the reliability of financial reporting 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 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the its most recent evaluations by its chief executive officer and its chief financial officerevaluation prior to the date hereof, to Finisar's outside the Company’s auditors and the audit committee of Finisar's the Company’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 controls that has materially affected, or is reasonably likely to materially affect, the Company’s ability to record, process, summarize and report financial reporting data and have identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, regardless of whether or not material, that involves management or other employees who have a significant role in Finisar's the Company’s internal controls over financial reportingcontrols. Since April 30, 2007, The Company has furnished to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reporting.Parent (e) Finisar Section 3.9(e) of the Disclosure Schedule lists, and the Company has delivered to Parent 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 under the Exchange Act) effected by any of the Company and its Subsidiaries since January 1, 2002. Each of the Company’s auditors throughout the periods covered by such financial statements is and has at all times throughout such periods been (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act), (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act and (iii) in compliance in all material respects with all current listing and corporate governance requirements subsections (g) through (l) of Section 10A of the NASDAQ Global Select Market Exchange Act and is in compliance in the rules and regulations promulgated by the SEC thereunder and the Public Company Accounting Oversight Board. Section 3.9(e) of the Disclosure Schedule summarizes all material respects with all applicable rulesnon-audit services performed by any of the Company’s auditors for the Company and its Subsidiaries since January 1, regulations and requirements of SOX2005.

SEC Filings; Financial Statements; Internal Controls. (a) Finisar The Parent has filed or furnished, as applicable, on a timely filed and made available to Optium basis all forms, statements, certifications, reports and documents required to be filed or furnished by Finisar it with the SEC under the Exchange Act or the Securities Act since May 1December 15, 20042005 (the “Applicable Parent Date”) (the forms, other than registration statements on Form S-8 (collectivelystatements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreement, the "Finisar “Parent Filed SEC Reports"”). Each of the Finisar 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 at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed by Finisar with the SEC after prior to the date of this Agreement until the Closing (i) at the time of it filingAgreement, 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingmade therein, in the light of the circumstances under in which they were made, not misleading. None of Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed The Parent is in compliance in all material respects with the applicable listing and made available to Optium all certifications corporate governance rules and statements required regulations of Nasdaq. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (x) 3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Parent nor any of its “affiliates” (as defined in Rule 13a-14 405 under the Exchange Act Securities Act) has made, arranged or modified (yin any material way) Sections 302 or 906 any extension of SOX with respect credit in the form of a personal loan to any Finisar SEC Report, and all such certifications were true and correct as executive officer or director of the date Parent or any of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar 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 Finisar's the Parent’s filings with the SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar The 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure internal accounting controls and procedures and 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 ’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 and appropriate action is taken with respect to any material differences. The Parent’s management of Finisar has completed its assessment of disclosed to the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside Parent’s auditors and the audit committee of Finisar'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 Finisar's the Parent’s internal controls control over financial reporting. Since April 30Between 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 Finisar, neither Finisar 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 employee concerns regarding possible violations of Finisar 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 Finisar Parent or any of its Subsidiaries, including any complaint, allegation, assertion whether or claim that Finisar 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) Finisar 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 Select 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) Finisar Optium has timely filed and made available to Optium Finisar all forms, reports and documents required to be filed by Finisar Optium with the SEC under the Exchange Act since May 1, 2004SEC, other than registration statements on Form S-8 S 8 (collectively, the "Finisar Optium SEC Reports"). Each of the Finisar Optium SEC Reports and any forms, reports or documents filed by Finisar Optium with the SEC after the date of this Agreement until the Closing (i) at the time of it 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 Finisar Optium SEC Filing Report or necessary in order to make the statements in such Finisar Optium SEC FilingReport, in the light of the circumstances under which they were made, not misleading. None of FinisarOptium's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar Optium has timely filed and made available to Optium Finisar all certifications and statements required by (xi) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") with respect to any Finisar Optium SEC ReportFiling, and all such certifications were true and correct as of the date of the filing thereof. Finisar Optium has made available to Optium Finisar all comment letters received by Finisar Optium from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of FinisarOptium. To the knowledge of FinisarOptium, no Finisar Optium SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar Optium and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of FinisarOptium'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 FinisarOptium's knowledge, each director and executive officer of Finisar 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 since May 1, 2004thereunder. As used in this Section 4.43.4, 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 Finisar Optium SEC Reports, and in any forms, reports or documents filed by Finisar 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 GAAP 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 Finisar 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 Finisar Optium as of January 27February 2, 2008, as contained in the Finisar Optium SEC Reports, is referred to herein as the "Finisar Optium Balance Sheet." The Finisar Optium Disclosure Schedule lists, and Finisar Optium has made available to Optium 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 S-K) effected by Finisar Optium or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May August 1, 2004. (d) Finisar Optium maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar Optium maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar Optium has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to FinisarOptium's outside auditors and the audit committee of FinisarOptium'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 FinisarOptium's internal controls control over financial reporting. Since April 30July 28, 2007, to the knowledge of FinisarOptium, neither Finisar Optium nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative (as defined in Section 6.1) of Finisar 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 Finisar Optium or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar Optium or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Finisar Optium is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar Except as set forth on Section 4.08 of the Disclosure Schedule, the Company has timely filed and made available to Optium all forms, reports reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Finisar it with the SEC under United States Securities and Exchange Commission (the Exchange Act “SEC”) during the period since May January 1, 2004, 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 "Finisar SEC Reports"). Each of the Finisar Company SEC Reports and any forms, reports filed on or documents filed by Finisar with the SEC after prior to the date of this Agreement until the Closing hereof (i) at the time of it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingmade 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 Finisar'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) Finisar has timely filed and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar SEC Reportstheir respective dates, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, material) and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004other presentation items. (d) Finisar 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. Finisar maintains a system of disclosure controls and procedures and “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. The management books of Finisar has completed its assessment account and other records of the effectiveness Company and the Company Subsidiary, all of Finisar's internal controls over financial reporting which have been made available to Parent and Merger Sub, are complete and correct and have been maintained in compliance accordance with sound business practices and the requirements of Section 404 13(b)(2) of SOX for the fiscal year ended April 30Exchange Act. (g) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), 2007as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, and such assessment concluded are reasonably designed to ensure that such controls were effective. Finisar has disclosed, based on all information required to be disclosed by the most recent evaluations by its chief Company in the reports it files or submits under the Exchange Act is made known to the principal executive officer and its chief the principal financial officerofficer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, to Finisar's outside auditors processed, summarized and reported within the audit committee time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of Finisar'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 Company’s disclosure controls and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Finisar's internal controls over financial reporting. Since April 30, 2007procedures and, to the knowledge of Finisarextent required by applicable Law, neither Finisar nor presented in any of its Subsidiaries nor any directorapplicable Company SEC Report on Form 10-K or Form 10-Q, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingamendment based on such evaluation. (eh) Finisar 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 Select 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) Finisar The Parent has filed or furnished, as applicable, on a timely filed and made available to Optium basis all forms, statements, certifications, reports and documents required to be filed or furnished by Finisar it with the SEC under the Exchange Act or the Securities Act since May 1December 15, 20042005 (the “Applicable Parent Date”) (the forms, other than registration statements on Form S-8 (collectivelystatements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreement, the "Finisar “Parent Filed SEC Reports"”). Each of the Finisar 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 at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed by Finisar with the SEC after prior to the date of this Agreement until the Closing (i) at the time of it filingAgreement, 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingmade therein, in the light of the circumstances under in which they were made, not misleading. None of Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed The Parent is in compliance in all material respects with the applicable listing and made available to Optium all certifications corporate governance rules and statements required regulations of Nasdaq. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (x) 3), since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Parent nor any of its “affiliates” (as defined in Rule 13a-14 405 under the Exchange Act Securities Act) has made, arranged or modified (yin any material way) Sections 302 or 906 any extension of SOX with respect credit in the form of a personal loan to any Finisar SEC Report, and all such certifications were true and correct as executive officer or director of the date Parent or any of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar 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 Finisar's the Parent’s filings with the SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar The 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure internal accounting controls and procedures and 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 ’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. The Parent’s management of Finisar has completed its assessment of disclosed to the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside Parent’s auditors and the audit committee of Finisar'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 Finisar's the Parent’s internal controls control over financial reporting. Since April 30Between 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 Finisar, neither Finisar 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 employee concerns regarding possible violations of Finisar 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 Finisar Parent or any of its Subsidiaries, including any complaint, allegation, assertion whether or claim that Finisar 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) Finisar 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 Select 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) Finisar has timely filed and made available to Optium 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 Finisar the Company with the SEC under during the Exchange Act period since May January 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports")2009. Each of the Finisar The Company SEC Reports and any forms, reports filed on or documents filed by Finisar with the SEC after prior to the date of this Agreement until the Closing hereof (i) at the time of it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingmade 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 Finisar'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) Finisar has timely filed and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar Company SEC Reports, and in any formseach as amended (collectively, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as the Company and each former principal financial officer of January 27, 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 Finisar Company SEC Reports, is referred to herein as and the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004Xxxxx Act. (d) Finisar 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. Finisar maintains a system of disclosure controls and procedures and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Actthis Agreement, 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) 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor Subsidiaries, nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant director or other Representative executive officer of Finisar 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 Finisar or other than any of its Subsidiaries, including any such complaint, allegation, assertion or claim that Finisar 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) Finisar 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 Select 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) Finisar SEC Filings. As of the date hereof, the Company has timely filed and made available to Optium all required 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 Finisar it with the SEC under the Exchange Act since May 1December 31, 20042007. All such registration statements, other than registration statements on Form S-8 (collectivelyprospectuses, the "Finisar SEC Reports"). Each of the Finisar SEC Reports and any reports, schedules, forms, reports or statements and other documents in the form filed by Finisar 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 Reports.” 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 Reports (i) at the time of it 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 Reports, 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, in the light of the circumstances under which they were made, not misleading. None of Finisar's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar . No executive officer of the Company has timely filed and made available failed to Optium all make the certifications and statements required by (x) Rule 13a-14 of him or her under the Exchange Act or (y) Sections Section 302 or 906 of SOX with respect to any Finisar SEC Reportthe Xxxxxxxx-Xxxxx Act of 2002, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1amended, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1promulgated thereunder, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting Company SEC Report, except as disclosed in compliance certifications filed with the requirements of Section 404 of SOX for Company SEC Reports. Neither the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingsuch certifications. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar Parent has timely filed Made Available to the Company accurate and made available to Optium complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and other documents required to be filed or furnished by Finisar Parent with the SEC under the Exchange Act since May and all amendments thereto, in each case between January 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports 2020 and any forms, reports or documents filed by Finisar with the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, 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 Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and Parent have made available to Optium all certifications and statements required by (x) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of SOX the Sxxxxxxx-Xxxxx Act, and the statements contained in such certifications were accurate and complete as of 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 Finisar of the Parent SEC Report, and all such certifications were true and correct as Reports. As of the date of this Agreement, to the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff Knowledge of Parent, none of the Parent SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report Reports is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar Parent SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar Parent and its consolidated subsidiaries as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as respective dates thereof and the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, consolidated results of operations and Finisar has made available to Optium true, accurate cash flows of Parent and complete copies its consolidated subsidiaries for the periods covered thereby. No 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar Person other than Parent and its Subsidiaries since May 1, 2004are required by GAAP to be included in the consolidated financial statements of Parent. (dc) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar Parent maintains a system of disclosure internal accounting controls and procedures and 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 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's . (d) Parent maintains disclosure controls and procedures and internal controls control over financial reporting in compliance required by Rule 13a-15 or 15d-15 under the Exchange Act. 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 requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, SEC and other public disclosure documents and such assessment concluded that such controls were effectiveinternal 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. Finisar 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 Finisar's outside Parent’s auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its Parent’s internal control over financial reporting. (e) Finisar . 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 Select 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) Finisar SEC Filings. As of the date hereof, the Company has timely filed and made available to Optium all required 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 Finisar it with the SEC under the Exchange Act since May 1December 31, 20042007. All such registration statements, other than registration statements on Form S-8 (collectivelyprospectuses, the "Finisar SEC Reports"). Each of the Finisar SEC Reports and any reports, schedules, forms, reports or statements and other documents in the form filed by Finisar with the SEC after have been made available to the Purchasers 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 Reports.” 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 Reports (i) at the time of it 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 Reports, 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, in the light of the circumstances under which they were made, not misleading. None of Finisar's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar . No executive officer of the Company has timely filed and made available failed to Optium all make the certifications and statements required by (x) Rule 13a-14 of him or her under the Exchange Act or (y) Sections Section 302 or 906 of SOX with respect to any Finisar SEC Reportthe Xxxxxxxx-Xxxxx Act of 2002, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1amended, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1promulgated thereunder, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting Company SEC Report, except as disclosed in compliance certifications filed with the requirements of Section 404 of SOX for Company SEC Reports. Neither the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingsuch certifications. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar the Company has timely filed and made available with or otherwise furnished (as applicable) to Optium the SEC all forms, reports and documents filings required to be filed made by Finisar with the SEC under it pursuant to the Exchange Act and the Securities Act, including the SEC Filings, since May January 1, 2004, other than registration statements on Form S-8 2015. (collectivelyb) As of their respective dates, the "Finisar SEC Reports"). Each of the Finisar SEC Reports and Filings, including any formsfinancial statements or schedules included or incorporated by reference therein, reports or documents filed by Finisar with the SEC after the date of this Agreement until the Closing (i) at the time of it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, and, in the light of the circumstances under which they were made, not misleading. None of Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (bd) Finisar has timely filed The Financial Statements were prepared from the books and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as records of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements orGAAP, 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 Finisar 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 of Finisar as of January 27, 2008, as contained Financial Statements fairly present in all material respects the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium true, accurate and complete copies financial condition 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar Company and its Subsidiaries since May 1reflected therein as of the respective dates they were prepared and the results of the operations and the changes in the financial position of the Company and its Subsidiaries reflected therein for the periods indicated and have been prepared in the ordinary course of business, 2004in accordance with past practices and consistently applied throughout the periods indicated. (de) Finisar maintains and will continue to maintain a standard system of accounting The Company has established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and “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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reporting. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar Harmony has timely filed and made available to Optium 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 Finisar Harmony with the SEC under prior to the Exchange Act since May 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports")date of this Agreement. Each of the Finisar All Harmony SEC Reports and any forms, reports or documents required to be filed by Finisar with Harmony in the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, 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 Finisar'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) Finisar has timely filed and made available to Optium all which it was filed. The certifications and statements required by (xA) Rule 13a-14 under the Exchange Act or and (yB) Sections 302 or 18 U.S.C. §1350 (Section 906 of SOX the Sxxxxxxx-Xxxxx Act) relating to the Harmony SEC Documents are accurate and complete and comply as to form and content with respect to any Finisar SEC Report, all applicable laws or rules of applicable governmental and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar Harmony SEC Reports, and in any forms, reports or documents including each Harmony SEC Report filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in Rule 13a-15 under the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule listsExchange Act, and Finisar 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 Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004other public disclosure documents. (d) Finisar 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. Finisar maintains a system of disclosure controls and procedures and 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 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements subsections (g) through (l) of Section 404 10A of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors Exchange Act and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingBoard thereunder. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar The Company has timely filed Made Available to Parent accurate and made available to Optium complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and other documents required to be filed or furnished by Finisar the Company with the SEC under the Exchange Act since May and all amendments thereto, in each case between January 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports 2020 and any forms, reports or documents filed by Finisar with the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, 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 Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and Company have made available to Optium all certifications and statements required by (x) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of SOX with respect to any Finisar SEC Reportthe Xxxxxxxx-Xxxxx Act (each 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. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses meanings given to such comment letters filed by or on behalf of Finisar. To terms in the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar 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 since May 1, 2004. As used in this Section 4.4, (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 Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar Company SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007this Agreement, to the knowledge Knowledge of Finisarthe Company, neither Finisar nor any none of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingSEC. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar Parent has timely filed Made Available to the Company accurate and made available to Optium complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and other documents required to be filed or furnished by Finisar Parent with the SEC under the Exchange Act since May and all amendments thereto, in each case between January 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports 2020 and any forms, reports or documents filed by Finisar with the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, 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 Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and Parent have made available to Optium all certifications and statements required by (x) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of SOX the Xxxxxxxx-Xxxxx Act, and the statements contained in such certifications were accurate and complete as of 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 Finisar of the Parent SEC Report, and all such certifications were true and correct as Reports. As of the date of this Agreement, to the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff Knowledge of Parent, none of the Parent SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report Reports is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar Parent SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar Parent and its consolidated subsidiaries as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as respective dates thereof and the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, consolidated results of operations and Finisar has made available to Optium true, accurate cash flows of Parent and complete copies its consolidated subsidiaries for the periods covered thereby. No 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar Person other than Parent and its Subsidiaries since May 1, 2004are required by GAAP to be included in the consolidated financial statements of Parent. (db) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar Parent maintains a system of disclosure internal accounting controls and procedures and 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 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's . (c) Parent maintains disclosure controls and procedures and internal controls control over financial reporting in compliance required by Rule 13a-15 or 15d-15 under the Exchange Act. 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 requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, SEC and other public disclosure documents and such assessment concluded that such controls were effectiveinternal 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. Finisar 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 Finisar's outside Parent’s auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its Parent’s internal control over financial reporting. (e) Finisar . 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 Select 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. (ai) Finisar SEC Filings. As of the date hereof, the Company has timely filed and made available to Optium 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 Finisar it with the SEC. All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC under have been made available to the Exchange Act since May 1, 2004, other than registration statements on Form S-8 (collectively, Purchaser or are publicly available in the "Finisar SEC Reports"). Each Interactive Data Electronic Applications database of the Finisar SEC Reports and any SEC. All such required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents, as amended, are referred to herein as the “Company SEC filings.” As of their respective dates (or documents filed by Finisar with the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, in the light of the circumstances under which they were made, not misleading. None of Finisar's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar . No executive officer of the Company has timely filed and made available failed to Optium all make the certifications and statements required by (x) Rule 13a-14 of him or her under the Exchange Act or (y) Sections Section 302 or 906 of SOX with respect to any Finisar SEC Reportthe Xxxxxxxx-Xxxxx Act of 2002, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1amended, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1promulgated thereunder, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Each of the consolidated financial statements (including, in each case, any related notes) included or incorporated by reference in any of the Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of Neither the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingsuch certifications. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar The Company has timely filed Made Available to Parent accurate and made available to Optium complete copies of all registration statements, proxy statements, Certifications and other reports, schedules, forms, reports statements and other documents required to be filed or furnished by Finisar the Company with the SEC under the Exchange Act since May and all amendments thereto, in each case between January 1, 2004, other than registration statements on Form S-8 (collectively, the "Finisar SEC Reports"). Each of the Finisar SEC Reports 2020 and any forms, reports or documents filed by Finisar with the SEC after 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 it 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 Finisar SEC Filing therein or necessary in order to make the statements in such Finisar SEC Filingtherein, 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 Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and Company have made available to Optium all certifications and statements required by (x) Rule Rules 13a-14 and 15d-14 under the Exchange Act or (y) and Sections 302 or and 906 of SOX with respect to any Finisar SEC Reportthe Sxxxxxxx-Xxxxx Act (each 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. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses meanings given to such comment letters filed by or on behalf of Finisar. To terms in the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar 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 since May 1, 2004. As used in this Section 4.4, (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 Finisar SEC Reports, and in any forms, reports or documents filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar Company SEC Reports, is referred to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007this Agreement, to the knowledge Knowledge of Finisarthe Company, neither Finisar nor any none of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its internal control over financial reportingSEC. (e) Finisar is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select 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) Finisar A. IBG has timely filed and made available to Optium HCBI all forms, reports and documents required to be filed by Finisar with the SEC under the Exchange Act IBG since May April 1, 2004, other than registration statements on Form S-8 2013 (collectivelythe “IBG SEC Reports”). Except as set forth in Confidential Schedule 4.12, the "Finisar IBG SEC Reports"). Each of the Finisar , including any IBG SEC Reports and any forms, reports or documents filed by Finisar 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 it 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 Finisar IBG SEC Filing Reports or necessary in order to make the statements in such Finisar IBG SEC FilingReports, in the light of the circumstances under which they were made, not misleading. None of Finisar's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as As of the date of the filing thereof. Finisar has made available to Optium all comment letters this Agreement, there are no outstanding or unresolved comments received by Finisar from the Staff of SEC staff with respect to the IBG SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of FinisarReports. To the knowledge Best Knowledge of FinisarIBG, no Finisar none of the IBG SEC Report Reports is currently the subject of any ongoing SEC review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar IBG SEC Reports, and in including any forms, reports or documents IBG SEC Reports filed by Finisar 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 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 Finisar 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 Finisar as of January 27, 2008, as contained in the Finisar 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 "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar 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 May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004. (d) Finisar maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure controls and procedures and 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. The management of Finisar has completed its assessment of the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative representative of Finisar 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 Finisar IBG or any of its SubsidiariesSubsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Finisar 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) Finisar 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 Select 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. (a) Finisar 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 Optium 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 Finisar the Company with the SEC under the Exchange Act since May January 1, 2004, other than registration statements on Form S-8 2004 (collectively, the "Finisar including any Company SEC Reports"). Each of the Finisar SEC Reports and any forms, reports or documents Report filed by Finisar with the SEC after the date of this Agreement until the Closing Agreement): (i) at the time of it 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 Finisar SEC Filing therein or necessary in order to make the statements therein (in such Finisar SEC Filing, 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 Finisar's Subsidiaries the Company’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Finisar has timely filed and made available to Optium all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) Sections 302 or 906 Each set of SOX with respect to any Finisar SEC Report, and all such certifications were true and correct as of the date of the filing thereof. Finisar has made available to Optium all comment letters received by Finisar from the Staff of the SEC since May 1, 2004 and all responses to such comment letters filed by or on behalf of Finisar. To the knowledge of Finisar, no Finisar SEC Report is currently the subject of any ongoing review by the SEC. Finisar 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 Finisar and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Finisar's SEC filings and other public disclosure documents. To Finisar's knowledge, each director and executive officer of Finisar has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 1, 2004. As used in this Section 4.4, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the 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 Finisar Company SEC Reports, and in any forms, reports or documents Report filed by Finisar 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 GAAP 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 Finisar 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 Finisar as of January 27filed or furnished, 2008to agreements, as contained in documents or other instruments which previously had been filed by the Finisar Company with the SEC Reports, is referred pursuant to herein as the "Finisar Balance Sheet." The Finisar Disclosure Schedule lists, and Finisar has made available to Optium 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 Finisar or any of its Subsidiaries since May 1, 2004. The Finisar Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for Finisar and its Subsidiaries since May 1, 2004Exchange Act. (d) Finisar maintains and will continue to maintain a standard Except as set forth on the Company Schedule, the Company’s system of accounting established and administered in accordance with GAAP. Finisar maintains a system of disclosure internal controls and procedures and internal control 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. such reports. (f) The Company’s management of Finisar has completed its assessment of disclosed to the effectiveness of Finisar's internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended April 30, 2007, and such assessment concluded that such controls were effective. Finisar has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Finisar's outside Company’s auditors and the audit committee of Finisar'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 Finisar's internal controls over financial reporting. Since April 30, 2007, to the knowledge of Finisar, neither Finisar nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or other Representative of Finisar 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 Finisar or any of its Subsidiaries, including any complaint, allegation, assertion or claim that Finisar or any of its Subsidiaries has a material weakness in its Company’s internal control over financial reporting. The Company has made available to the Parent (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee, and (ii) any material communication made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. No material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Company or subsidiary of the Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to the Parent a summary of all such material complaints or concerns relating to other matters through the Company’s whistleblower hot-line or equivalent system for receipt of employee or other person’s concerns regarding possible violations of Legal Requirements by the Company or any of its subsidiaries or any of their respective employees. No attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of its subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company, 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 instances not required by those rules. (eg) Finisar 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 Select 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.