Common use of SEC Filings; Financial Statements; No Undisclosed Liabilities; Controls; Registration; Investment Company Clause in Contracts

SEC Filings; Financial Statements; No Undisclosed Liabilities; Controls; Registration; Investment Company. (a) Emergent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1, 2011 (the “SEC Documents”). True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“XXXXX”). To the extent that any SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Emergent has made available to PJC the full text of all such SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such SEC Documents. None of the SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Emergent’s knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of Emergent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with or to the SEC. (b) The audited consolidated balance sheet of Emergent and its Subsidiaries as of December 31, 2015 and related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year ended December 31, 2015 contained in the 10-K (the “Audited Financial Statements”); and (ii) the unaudited consolidated financial statements of Emergent and its Subsidiaries as of September 30, 2016 contained in the 10-Q (the “Interim Financial Statements” and, together with Audited Financial Statements, the “Financial Statements”) have been prepared in accordance with GAAP (other than, with respect to Interim Financial Statements, the omission of footnotes required under GAAP and normal year-end audit adjustments) and present fairly, in all material respects, the financial condition, results of operations, cash flows and stockholders’ equity of Emergent and its Subsidiaries at the applicable dates and for the periods indicated therein. (c) Except for Liabilities incurred after December 31, 2015 in the Ordinary Course of Business (none of which, individually or in the aggregate, are material and none of which relates to any violation of Applicable Law or breach of Contract), Emergent and its Subsidiaries have no Liabilities that are not set forth in the Financial Statements, in either case that would be required to be disclosed or reserved against in a balance sheet in accordance with GAAP. (d) Emergent and each of its Subsidiaries maintain internal accounting controls and procedures appropriate for a publicly-held company with assets and operations of its size and scope sufficient to: (i) permit preparation of its financial statements in accordance with GAAP; and (ii) provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial books and records of Emergent and its Subsidiaries are accurate and complete in all material respects. There are no weaknesses in the design or operation of the internal accounting controls and procedures of Emergent or its Subsidiaries that would materially and adversely affect their ability to record and report financial data. Emergent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that Emergent’s internal control over financial reporting is effective and none of Emergent, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of Emergent and its Subsidiaries who have a significant role in Emergent’s internal controls; and since the end of the latest audited Fiscal Year, there has been no change in Emergent’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, Emergent’s internal control over financial reporting. Emergent’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the stock exchange rules applicable to Emergent (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and Emergent’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules. Emergent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to Emergent and its Subsidiaries is made known to the principal executive officer and the principal financial officer. (e) Without limiting any other provision of this Agreement or any other Transaction Document, Emergent is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder. (f) The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and is included or approved for listing or quotation on the OTCQB market and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the OTCQB market nor has the Company received any notification that the SEC or the OTCQB market is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the OTCQB market for maintenance of inclusion of the Common Stock thereon. (g) Emergent is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

SEC Filings; Financial Statements; No Undisclosed Liabilities; Controls; Registration; Investment Company. (a) Emergent Parent has timely filed with or furnished toto the SEC, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1, 2011 (the “SEC Documents”). True, correct, and complete Complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“XXXXX”). To the extent that any SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwiseotherwise and upon the request of the Stockholder Representative, Emergent Parent has made available to PJC the Company Stockholders the full text of all such SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such SEC Documents. None of the SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To EmergentParent’s knowledgeKnowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of EmergentParent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with or to the SEC. (b) The audited consolidated balance sheet of Emergent Parent and its Subsidiaries as of December March 31, 2015 2018 and related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year fiscal year ended December March 31, 2015 2018 contained in the Parent’s Annual Report on Form 10-K for the year ended March 31, 2018 (the “Audited Financial Statements”); ) and (ii) the unaudited consolidated financial statements of Emergent Parent and its Subsidiaries as of September 30, 2016 2018 contained in the Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “Interim Financial Statements” and, together with Audited Financial Statements, the “Financial Statements”) have been prepared in accordance with GAAP (other than, with respect to Interim Financial Statements, the omission of footnotes required under GAAP and normal year-end audit adjustments) and present fairly, in all material respects, the financial condition, results of operations, cash flows and stockholders’ equity of Emergent Parent and its Subsidiaries at the applicable dates and for the periods indicated therein. (c) Except for Liabilities incurred after December March 31, 2015 2018 in the Ordinary Course of Business (none of which, individually or in the aggregate, are material and none of which relates to any violation of Applicable applicable Law or breach of Contract), Emergent Parent and its Subsidiaries have no Liabilities that are not set forth in the Financial Statements, in either case that would be required to be disclosed or reserved against in a balance sheet in accordance with GAAP. (d) Emergent Parent and each of its Subsidiaries maintain internal accounting controls and procedures appropriate for a publicly-publicly held company with assets and operations of its size and scope sufficient to: (i) permit preparation of its financial statements in accordance with GAAP; and (ii) provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial books and records of Emergent Parent and its Subsidiaries are accurate and complete in all material respects. There are no weaknesses in the design or operation of the internal accounting controls and procedures of Emergent Parent or its Subsidiaries that would materially and adversely affect their its ability to record and report financial data. Emergent Parent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that EmergentParent’s internal control over financial reporting is effective and none of EmergentParent, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of Emergent Parent and its Subsidiaries who have a significant role in EmergentParent’s internal controls; and since the end of the latest audited Fiscal YearMarch 31, 2018, there has been no change in EmergentParent’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, EmergentParent’s internal control over financial reporting. Emergent’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the stock exchange rules applicable to Emergent (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and Emergent’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules. Emergent Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to Emergent Parent and its Subsidiaries is made known to the principal executive officer and the principal financial officer. (e) Without limiting any other provision of this Agreement or any other Transaction Document, Emergent Parent is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder. (f) The Parent Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and is included or approved for listing or quotation on the OTCQB market Nasdaq Global Market and the Company Parent has taken no action designed to, or likely to have the effect of, terminating the registration of the Parent Common Stock under the Exchange Act or delisting the Parent Common Stock from the OTCQB market Nasdaq Global Market nor has the Company Parent received any unresolved notification that the SEC or the OTCQB market Nasdaq Global Market is contemplating terminating such registration or listing. The Company Parent has complied in all material respects with the applicable requirements of the OTCQB market Nasdaq Global Market for maintenance of inclusion of the Parent Common Stock thereon. (g) Emergent Parent is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

SEC Filings; Financial Statements; No Undisclosed Liabilities; Controls; Registration; Investment Company. (a) Emergent has timely filed with or furnished toto the SEC, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1, 2011 (the “SEC Documents”). True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“XXXXXEDGAR”). To the Xx xhe extent that any SEC Document available on XXXXX contains EDGAR coxxxxxs redactions pursuant to a request for confidential treatment or otherwiseotherwise and upon the request of Holdings and the Company, Emergent has made available to PJC Holdings and the Company the full text of all such SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSarbanes-Xxxxx Act of Xxx xx 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSarbanes-Xxxxx ActXxx”), and the rules and regulations of the SEC thereunder applicable to such SEC Documents. None of the SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Emergent’s knowledgeKnowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of Emergent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with or to the SEC. (b) The audited consolidated balance sheet of Emergent and its Subsidiaries as of December 31, 2015 2016 and related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year ended December 31, 2015 2016 contained in the Emergent’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Audited Financial Statements”); and (ii) the unaudited consolidated financial statements of Emergent and its Subsidiaries as of September 30, 2016 2017 contained in the Emergent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Interim Financial Statements” and, together with Audited Financial Statements, the “Financial Statements”) have been prepared in accordance with GAAP (other than, with respect to Interim Financial Statements, the omission of footnotes required under GAAP and normal year-end audit adjustments) and present fairly, in all material respects, the financial condition, results of operations, cash flows and stockholders’ equity of Emergent and its Subsidiaries at the applicable dates and for the periods indicated thereintherein and accurately reflect in all material respects the books of account and other financial records of Emergent and its Subsidiaries. (c) Except for Liabilities incurred after December 31, 2015 2016 in the Ordinary Course of Business (none of which, individually or in the aggregate, are material and none of which relates to any violation of Applicable applicable Law or breach of Contract), Emergent and its Subsidiaries have no Liabilities that are not set forth in the Financial Statements, in either case that would be required to be disclosed or reserved against in a balance sheet in accordance with GAAP. (d) Emergent and each of its Subsidiaries maintain internal accounting controls and procedures appropriate for a publicly-held company with assets and operations of its size and scope sufficient to: (i) permit preparation of its financial statements in accordance with GAAP; and (ii) provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial books and records of Emergent and its Subsidiaries are accurate and complete in all material respects. There are no weaknesses in the design or operation of the internal accounting controls and procedures of Emergent or its Subsidiaries that would materially and adversely affect their ability to record and report financial data. Emergent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that Emergent’s internal control over financial reporting is effective and none of Emergent, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of Emergent and its Subsidiaries who have a significant role in Emergent’s internal controls; and since the end of the latest audited Fiscal Year, there has been no change in Emergent’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, Emergent’s internal control over financial reporting. Emergent’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the stock exchange rules applicable to Emergent (“Exchange Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and Emergent’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules. Emergent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to Emergent and its Subsidiaries is made known to the principal executive officer and the principal financial officer. (e) Without limiting any other provision of this Agreement or any other Transaction Document, Emergent is in compliance in all material respects with all applicable provisions of the XxxxxxxxSarbanes-Xxxxx Act and Xxx xxx the rules and regulations of the SEC thereunder. (f) The Emergent Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and is included or approved for listing or quotation on the OTCQB market and the Company Emergent has taken no action designed to, or likely to have the effect of, terminating the registration of the Emergent Common Stock under the Exchange Act or delisting the Emergent Common Stock from the OTCQB market nor has the Company Emergent received any notification that the SEC or the OTCQB market is contemplating terminating such registration or listing. The Company Emergent has complied in all material respects with the applicable requirements of the OTCQB market for maintenance of inclusion of the Emergent Common Stock thereon. (g) Emergent is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.