Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading in any material respect. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Since September 29, 2012, the Company has filed (or furnished) on a timely basis all reports, as applicable, all registration statementsschedules, forms, reports statements and other documents (including exhibits exhibits, financial statements and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1schedules thereto, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports amendments and other documents that supplements thereto) required to be filed with (or furnished to) the SEC by the Company may file (such documents and any such additional documents filed with (or furnish furnished to) the SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company SEC Reports.” The Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, Document complied, or will comply when if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and Document. As of its filing (iiior furnishing) except date or, if amended prior to the extent that information contained in a date of this Agreement, as of the date of the last such amendment, no Company SEC Report has been revisedDocument 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, amendedin light of the circumstances under which they were made, modified or superseded by a later not misleading, and no Company SEC Document filed with (or furnished Company to) the SEC Report, did not or pursuant to the Exchange Act subsequent to the date of this Agreement will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in any material respectmisleading. (b) Each of the The audited consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) unaudited consolidated interim financial statements of the Company included in the Company SEC Reports (the “Financial Statements”) at the time filed Documents (i) complied or will comply as to form form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited interim financial statements, as may be permitted by the SEC on under Form 10-Q under of the Exchange Act), and (iii) fairly presented or will fairly present (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates indicated thereof and the their consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are presented therein (subject to normal and recurring year-end adjustments in the case of any unaudited interim financial statements). As of the date of this Agreement, the aggregate amount of all Indebtedness owing by the Acquired Corporations (none including any guarantee of which Indebtedness by the Acquired Companies) does not exceed $50,000,000. (c) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are reasonably expected recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) that any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be materialdetected or prevented in a timely manner. There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year ended September 27, 2014 (nor has any such deficiency or weakness been identified as of the date hereof). (cd) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) comply in all material respects with the requirements of the Exchange Act and are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company has made available through filings with the SEC on the Electronic Data Gathering, Analysis and Retrieval database (“XXXXX”) or in the Data Room, to Parent or Parent’s Representatives correct and complete copies of all comment letters received by the Company from the SEC since September 30, 2012 relating to the Company SEC Documents, together with all written responses of the Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (f) To the knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. (g) No Acquired Corporation is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among an Acquired Corporation, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (h) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (i) The Company is in compliance in all material respects with the applicable provisions listing and corporate governance rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActNASDAQ. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all registration statements, forms, reports and other documents (including exhibits and other information incorporated thereinall exhibits) required to be filed or furnished by the Company it with the SEC United States Securities and Exchange Commission (the “SEC”) since January 1May 19, 2021. All such registration statements, forms, reports and other documents 2006 (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” ”). The Company SEC Reports Reports, each as amended, if applicable, (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with with, the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to each as in effect as of the date of filing of such Company SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revisedas of their respective dates (or, if amended, modified or superseded by a later filed or furnished Company SEC Report, as of the date of such amendment) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in misleading. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC or the NYSE. To the knowledge of the Company, there are no material respectunresolved comments received from the SEC staff with respect to the Company SEC Reports 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 subject to ongoing SEC review or investigation. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (Reports, each as amended prior to the “Financial Statements”) at the time filed (i) complied or will comply as to form date of this Agreement, was prepared, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, (ii) were or will be prepared in accordance with and complied, in all material respects, with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presented, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be materialadjustments). (c) The As used herein, the term “Company is in compliance in all material respects SAP Statements” means the statutory statements of each of the Company Insurance Subsidiaries as filed with the applicable provisions insurance regulatory authorities in their respective jurisdictions of domicile, and any state where it is licensed or from which it has received a Permit, for the Sxxxxxxx-Xxxxx Actyear ended December 31, 2007, the quarterly period ended March 31, 2008 and any subsequent quarterly period ended prior to the Closing. Each Company Insurance Subsidiary has filed or submitted all Company SAP Statements required form, report and document containing financial statements that has been to be filed with or submitted to the SEC was accompanied appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled, and any state where it is licensed or from which it has received a Permit, on forms prescribed or permitted by any certifications required such authority, except for such failures to file that would not, individually or in the aggregate, reasonably be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant expected to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied have a Material Adverse Effect. The Company SAP Statements were prepared in all material respects in conformity with SAP consistently applied for the periods covered thereby (except as may be indicated in the notes thereto), and the Company SAP Statements fairly presented, in all material respects, the statutory financial position of such Company Insurance Subsidiaries as of the respective dates thereof and the results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No material weakness has been asserted with respect to any Company SAP Statements filed prior to the date of this Agreement by the applicable provisions Company Insurance Subsidiary’s domiciliary state regulator or the insurance regulator of a state where it is licensed or from which it has received a Permit, which has not been cured, waived or otherwise resolved to the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 satisfaction of such state regulator except for those weaknesses that would not, individually or 15d-15 under in the Exchange Act. Such disclosure controls and procedures are designed aggregate, reasonably be expected to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentsMaterial Adverse Effect.

SEC Filings; Financial Statements. (a) The Company Since January 1, 2012, Parent has filed (or furnished) on a timely basis all reports, as applicable, all registration statementsschedules, forms, reports statements and other documents (including exhibits exhibits, financial statements and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits schedules thereto and all other information incorporated therein and those registration statements, forms, reports amendments and other supplements thereto) required to be filed with (or furnished to) the SEC by Parent (such documents that and any such additional documents filed with (or furnished to) the Company may file or furnish SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company Parent SEC Reports.” The Company Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last amendment, each Parent SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, Document complied, or will comply when if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Reports and Document. As of its filing (iiior furnishing) except date or, if amended prior to the extent that information date of this Agreement, as of the date of such latest amendment, no Parent SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in a Company order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Parent SEC Report has been revised, amended, modified or superseded by a later Document filed with (or furnished Company to) the SEC Report, did not or pursuant to the Exchange Act subsequent to the date of this Agreement will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in any material respectmisleading. (b) Each of the The audited consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports (the “Financial Statements”) at the time filed Documents (i) complied or will comply as to form form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited interim financial statements, as may be permitted by the SEC on under Form 10-Q under of the Exchange Act), and (iii) fairly presented or will fairly present (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates indicated thereof and the their consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are presented therein (subject to normal and recurring year-end adjustments (none in the case of which are reasonably expected to be materialany unaudited interim financial statements). (c) The Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) that any unauthorized use, acquisition or disposition of Parent’s assets that would materially affect Parent’s financial statements would be detected or prevented in a timely manner. There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year ended December 31, 2013 (nor has any such deficiency or weakness been identified as of the date hereof). (d) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) comply in all material respects with the requirements of the Exchange Act and are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. (e) Parent has delivered, or otherwise made available through filings with the SEC on XXXXX, to the Company or the Company’s Representative’s correct and complete copies of all comment letters received by Parent from the SEC since January 1, 2012 relating to the Parent SEC Documents, together with all written responses of Parent thereto. There are no outstanding or unresolved comments in any such comment letters received by Parent from the SEC, and to the knowledge of Parent, none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (f) To the knowledge of Parent, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of Parent or any malfeasance by any director or executive officer of Parent. (g) None of Parent or its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any of Parent or its Subsidiaries in any of Parent’s or its Subsidiaries’ published financial statements or other Parent SEC Documents. (h) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. Parent does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (i) Parent is and has been in compliance in all material respects with the applicable provisions listing and governance rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActNASDAQ. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnishedfurnished (as required or permitted) all forms, as applicablereports, all registration schedules, proxy statements, forms, reports registration statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents 2003 (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company Documents”). As of the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnished to the SEC Reports (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) (or, with respect to filings made under the Exchange Act and amended or superseded by a filing prior to the date of this Agreement, then on the date of the filing or furnishing of such amendment or, with respect to an amendment to a proxy statement, on the date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) were or will be filed or furnished on a timely basis, (ii) at each of the time filed or furnished, complied, or will comply when filed or furnished, as to form Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) the Company SEC Reports Documents did not (and (iii) except with respect to the extent that information contained in a Company SEC Report has been revisedDocuments filed after the date of this Agreement, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Company’s knowledge, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any material respectongoing review by the SEC. No Company Subsidiary is, or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form Documents fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations Company Subsidiaries as of the SEC with respect theretorespective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the periods covered thereby, (ii) were or will be have been 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 by the SEC on Form 10-Q under of the Exchange Act)SEC, and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected audit adjustments) and complied at the time they were filed as to be material). (c) The Company is in compliance form in all material respects with the applicable provisions accounting requirements and the published rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed SEC with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, respect thereto at the time of filing filing. (c) Neither the Company nor any Company Subsidiary is a party to, or submission of each such certificationhas any commitment to become a party to, any such certification complied joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in all material respects with the applicable provisions Item 303(a) of Regulation S-K of the Sxxxxxxx-Xxxxx ActSEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or any Company Subsidiary’s published financial statements or other Company SEC Documents. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed independent registered public accounting firm engaged to provide reasonable assurance that all information concerning the Company that could have a material effect on express its opinion with respect to the financial statements is made known included in the Company SEC Documents is, and has been throughout the periods covered thereby “independent” within the meaning of Rule 2-01 of Regulation S-X. Ernst & Young, LLP has not resigned or been dismissed as an independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a timely basis matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) Neither the Company nor any of the Company Subsidiaries (taken together as a whole) has any material liabilities of any nature (whether accrued, absolute, contingent determined or otherwise) required by GAAP to be recognized or disclosed on a consolidated balance sheet of the Company or any Company Subsidiary or in the notes thereto, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents filed prior to the individuals responsible date of this Agreement; (ii) for liabilities and obligations incurred under any Material Contract other than liabilities or obligations due to breaches thereunder; and (iii) liabilities incurred in the preparation Ordinary Course of Business since December 31, 2006 that could not reasonably be expected to, individually or in the Company’s filings with the SEC and other public disclosure documentsaggregate, have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has Since January 1, 2016, Parent has, in all material respects, timely filed with or furnished, otherwise furnished (as applicable, ) to the SEC all registration statements, prospectuses, forms, reports reports, proxy statements, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with it to the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of under the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may bebe (such documents and any other documents filed or furnished by Parent with the SEC, and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has as have been revised, amendedsupplemented, modified or superseded by a later filed amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates or, if supplemented, modified or furnished Company amended prior to the date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Report, Documents (i) did not or (or, with respect to the Parent SEC Documents filed after the date hereof, will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC applicable thereunder and the listing and corporate governance rules and regulations of the NYSE. None of the Parent Subsidiaries is required to file periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any material respectcomment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and the consolidated Parent Subsidiaries (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) included in the Company Parent SEC Reports Documents (collectively, the “Parent Financial Statements”) at the time filed (i) when filed complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto and (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity of Parent and the consolidated Parent Subsidiaries, taken as a whole, as of the dates and for the periods indicated, all referred to therein in accordance with GAAPGAAP applied on a consistent basis during the periods involved (subject, except that in the unaudited case of interim financial statements were or are subject statements, to normal and recurring year-end adjustments (none and the absence of which are reasonably expected to notes and except as may be materialindicated in the notes thereto). (c) The Company is in compliance in all material respects with the applicable provisions As of the Sxxxxxxxdate hereof, neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any “off-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the Company’s principal executive officer and principal financial officer pursuant SEC), where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActParent SEC Documents. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company Buyer has filed or furnished, furnished (as applicable) all reports, all registration statementsschedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished (as applicable) by the Company Buyer with the SEC pursuant to the Exchange Act and the Securities Act since January 1, 20212016 (collectively, the “Buyer SEC Documents”). All such registration statementsAs of their respective dates or, formsif amended prior to the Effective Date, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after as of the date hereof until of the Closing) are referred to herein as last such amendment, the “Company Buyer SEC Reports.” The Company SEC Reports Documents (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company Buyer SEC Reports Documents and (iiiii) except to the extent that information contained in a Company SEC Report has been reviseddid not, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished filed, or, if amended prior to the Effective Date, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in any material respectmisleading. (b) Each of the The consolidated financial statements (including, in each case, any including all related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) of Buyer included in the Company Buyer SEC Reports Documents (if amended, as of the date of the last such amendment filed prior to the Effective Date) (the “Buyer SEC Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Buyer SEC Financial Statements fairly present, in all material respects, the consolidated financial position of Buyer and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (ii) were subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or will notes not required by GAAP to be prepared included in accordance interim financial statements), all in conformity with GAAP (except as permitted by Regulation S-X or, with respect to pro forma information, subject to the qualifications stated therein) applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be materialthereto). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company Seller has timely filed or furnished, as applicable, with the SEC all registration statements, forms, reports reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC it since January 1, 2021. All 2007 under the Exchange Act or the Securities Act, including all such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish filed after the date hereof until and prior to the Closing) are referred to herein Closing Date (as such documents have been amended since the time of their filing and all documents incorporated by reference therein, collectively, the “Company Seller SEC Reports.” The Company Documents”). None of Seller’s Subsidiaries is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates and if amended prior to the date hereof, as of the date of the last such amendment, the Seller SEC Reports Documents (i) were or will be did not, and all documents filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects by Seller with the requirements of SEC under the Exchange Act or the Securities Act, Act between the Exchange Act, the Sxxxxxxx-Xxxxx Act date of this Agreement and the Dxxx-Xxxxx Act of 2010Closing Date will not, as amended, as the case may be, and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were or will be made, not misleading misleading, and (ii) complied, and all documents filed by Seller with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at such time of filing. As used in this Section 3.5, the term “file” shall be construed to include any material respectmanner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each The balance sheet of the consolidated Subject Business, dated June 30, 2009, attached hereto as Schedule 3.5 (the “Balance Sheet”) and each of the financial statements (including, including in each case, any related notes and schedules) thereto), contained or to be contained (including by incorporation by reference) reflected in the Company Seller SEC Reports Documents, (the “Financial Statements”) at the time filed (i) complied was, and all financial statements contained or will comply as to form reflected in all material respects documents filed by Seller with applicable accounting requirements the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the published rules Closing Date will be, prepared from the books and regulations records of the SEC with respect thereto, Seller and its Subsidiaries; (ii) were was, and all financial statements contained or reflected in documents filed by Seller with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will be be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, except that such unaudited statements do not contain footnotes as permitted by Form 10-Q under the Exchange Act); (iii) complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect on the date of filing; (iv) except with respect to the unaudited financial statements contained in Seller SEC Documents filed on Form 10-Q under the Exchange Act), was accompanied by reports (qualified to the extent set forth therein) from the independent auditor opining on the same as to the financial statements contained therein; and (v) fairly presents, and (iii) fairly presented all financial statements contained or reflected in documents filed by Seller with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will fairly present present, in all material respects respects, the consolidated financial position of the Company Seller and its Subsidiaries as of the their respective dates indicated and the consolidated results of its their respective operations and cash flows for the periods indicated, all in accordance with GAAPindicated therein, except that the unaudited interim financial statements were or are will be subject to normal year end audit adjustments which were not and recurring year-end adjustments (none of which are reasonably will not be expected to be material)material in the aggregate. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required formNeither Seller nor, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by Knowledge of Seller, any certifications required to be filed of its auditors, accountants or submitted by the Company’s principal executive officer and principal financial officer pursuant representatives, has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the Sxxxxxxx-Xxxxx Act andKnowledge of Seller, at oral, regarding the time accounting or auditing practices, procedures, methodologies or methods of filing Seller or submission of each such certificationits internal accounting controls, including any such certification complied material complaint, allegation, assertion or claim that Seller has engaged in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Actquestionable accounting or auditing practices. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (aA) The Company has filed or furnishedfurnished (as required or permitted) all forms, as applicablereports, all registration schedules, proxy statements, forms, reports registration statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 20212003 (the "Company SEC Documents"). All such registration As of the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, formsat the time such proxy statement was mailed to stockholders of the Company) (or, reports with respect to filings made under the Exchange Act and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file amended or furnish after superseded by a filing prior to the date hereof until of this Agreement, then on the Closing) are referred date of the filing or furnishing of such amendment or, with respect to herein as an amendment to a proxy statement, on the “Company SEC Reports.” The Company SEC Reports date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) were or will be filed or furnished on a timely basis, (ii) at each of the time filed or furnished, complied, or will comply when filed or furnished, as to form Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) the Company SEC Reports Documents did not (and (iii) except with respect to the extent that information contained in a Company SEC Report has been revisedDocuments filed after the date of this Agreement, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any material respectongoing review by the SEC. No Company Subsidiary is, or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the SEC. (bB) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form Documents fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations Company Subsidiaries as of the SEC with respect theretorespective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the periods covered thereby, (ii) were or will be have been 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 by the SEC on Form 10-Q under of the Exchange Act)SEC, and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected audit adjustments) and complied at the time they were filed as to be material). (c) The Company is in compliance form in all material respects with the applicable provisions accounting requirements and the published rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed SEC with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, respect thereto at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Actfiling. (dC) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company's or any Company Subsidiary's published financial statements or other Company SEC Documents. (D) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed independent registered public accounting firm engaged to provide reasonable assurance that all information concerning the Company that could have a material effect on express its opinion with respect to the financial statements is made known included in the Company SEC Documents is, and has been throughout the periods covered thereby "independent" within the meaning of Rule 2-01 of Regulation S-X. Ernst & Young, LLP has not resigned or been dismissed as an independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a timely basis matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (E) Neither the Company nor any of the Company Subsidiaries (taken together as a whole) has any material liabilities of any nature (whether accrued, absolute, contingent determined or otherwise) required by GAAP to be recognized or disclosed on a consolidated balance sheet of the Company or any Company Subsidiary or in the notes thereto, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents filed prior to the individuals responsible date of this Agreement; (ii) for liabilities and obligations incurred under any Material Contract other than liabilities or obligations due to breaches thereunder; and (iii) liabilities incurred in the preparation Ordinary Course of Business since December 31, 2006 that could not reasonably be expected to, individually or in the Company’s filings with the SEC and other public disclosure documentsaggregate, have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC, except to the extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to the Purchaser on the SEC since January 1, 2021Website. All such registration statements, required forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein collectively as the “Company SEC Reports.” The . In addition, all exhibits to the Company SEC Reports are available on the SEC Website, except to the extent of Confidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Company SEC Reports have been so filed, and all material contracts that were filed as exhibits to the Company’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms or whose failure to be so would not reasonably be expected to have a Material Adverse Effect on the Company, and the Company is not in default thereunder, except where any such default has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on the Company. As of their respective filing dates, the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are filed if amended or furnished superseded by a 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 Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company has provided the Purchaser with copies of all comment letters from the SEC relating to any Company SEC Reports received subsequent to the effective date of the Company’s Registration Statement in any material respectconnection with its initial public offering. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the The Company SEC Reports (the “Financial Statements”) at the time filed Financials (i) complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and consistent with each other (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments which would not be material in amount. There has been no material change in the Company’s accounting policies except as described in the notes to the Company Financials. As of the date of the Company Financials, the Company did not have any obligations or liabilities (none absolute, accrued, contingent or otherwise) of any nature required to be disclosed on a balance sheet or in the related notes to the financial statements prepared in accordance with GAAP which are are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except liabilities (x) provided for in the Company Balance Sheet or (y) which would not reasonably be expected to be material)have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) The Company is in compliance in all No material respects event or circumstance has occurred or exists with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted respect to the SEC was accompanied Company or its business, properties, operations or financial condition, which under applicable Law, requires public disclosure or announcement by any certifications required to be the Company but which has not been so publicly announced or disclosed because the report or announcement is not yet filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Actmade. (d) The Company maintains disclosure controls has heretofore made available to the Purchaser complete and procedures correct copies of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Rule 13a-15 the Company with the SEC pursuant to the Securities Act or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Since December 31, 2008, the Company has filed or furnished, furnished (as applicable, ) on a timely basis all registration statements, forms, reports reports, schedules, statements and other documents (including exhibits and other information incorporated therein) with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof. During the period commencing as of the date of this Agreement and ending on the Expiration Date, the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and will file all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Documents that are required to be filed by it under applicable Laws prior to such time. Each Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, Document complied, or will comply when filed or furnishedcomply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and with all applicable to provisions of the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Reports and Document was, or will be, filed. As of its filing date (iii) except to the extent that information contained in a Company SEC Report has been revisedor, amended, modified if amended or superseded by a later filed filing prior to the date of this Agreement, on the date of such amended or furnished superseded filing), each Company SEC Report, Document did not or and will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a any material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in misleading. Neither the Company nor any material respectof its Subsidiaries has received from the SEC or any other Governmental Body any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Body that such Company SEC Documents (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the Agreement Date, any investigation or review being conducted by the SEC or any other Governmental Body of any Company SEC Documents (including the financial statements included therein). The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC and the Company occurring since January 1, 2010. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the Xxxxxxxx-Xxxxx Act relating to any Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing). Neither the Company nor any of its executive officers has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied complied, or will comply comply, as the case may be, as of their respective dates of filing, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were were, or will be be, as the case may be, 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 by the SEC on Form 10-Q under or Form 8-K of the Exchange ActSEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), ; and (iii) fairly presented present, or will fairly present present, as the case may be, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates indicated thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, all in accordance with GAAP, except that “Company Balance Sheet” means the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions consolidated balance sheet of the Sxxxxxxx-Xxxxx Act. Each required formCompany and its consolidated Subsidiaries as of March 31, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by 2012 set forth in the Company’s principal executive officer and principal financial officer pursuant to the SxxxxxxxQuarterly Report on Form 10-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings Q filed with the SEC and the “Company Balance Sheet Date” means March 31, 2012. No financial statements or other public disclosure documentsresults of operations or financial condition of any Person other than the Company and the Subsidiaries listed in Part 3.1(c) of the Disclosure Schedule are required by GAAP to be included in the consolidated financial statements of the Company.

SEC Filings; Financial Statements. (a) The Company has filed Made Available (or furnished, as applicable, made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements, reports Company Certifications and other statements, reports, schedules, forms and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1between December 31, 2021. All such registration statements2018 and, formssolely for purposes of this sentence, reports the date of this Agreement (and other documents (including exhibits and for all other information incorporated therein and those registration statementspurposes under this Agreement since December 31, forms2018), reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as including all amendments thereto since December 31, 2018 (collectively, the “Company SEC Reports.” The Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reports (i) were or will be since December 31, 2018 have been so filed or furnished on a timely basis, (ii) at . None of the Company’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 furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in any material respect. the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (bB) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the consolidated financial certifications and statements (including, in each case, any related notes and schedules) contained or relating to be contained (including by incorporation by reference) in the Company SEC Reports Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Financial StatementsCompany Certifications”) at the time filed (i) complied or will comply is accurate and complete in all material respects, and complies as to form in all material respects with all applicable accounting requirements Legal Requirements. As used in the introduction to this Section 2 and 2.4, the published rules term “file” and regulations of variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results any member of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material)staff. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (db) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Tetraphase Companies required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company is in compliance in all material respects with the applicable listing requirements of the Nasdaq Global Select Market, and has not between December 31, 2018 and the date of this Agreement received any notice asserting any non-compliance with the listing requirements of the Nasdaq Global Select Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby, in each case in accordance with GAAP. No financial statements of any Person other than the Tetraphase Companies are required by GAAP to be included in the consolidated financial statements of the Company. (d) The Company’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been, to the knowledge of the Company: (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 with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Tetraphase Companies that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Tetraphase Companies; (ii) provide reasonable assurance that all information concerning transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Tetraphase Companies that could have a material effect on the Company’s consolidated financial statements is made known on a timely basis to statements. The Company’s management has completed an assessment of the individuals responsible for the preparation effectiveness of the Company’s filings system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2018, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2018. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, between December 31, 2018 and the date of this Agreement, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Tetraphase Companies; (B) any fraud, whether or not material, that involves the Company’s management or other public disclosure documentsemployees; or (C) any claim or allegation regarding any of the foregoing. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, (i) none of the Company SEC Documents is the subject of ongoing SEC review, and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) None of the Tetraphase Companies is a party to nor has any obligation or other commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) The Company Innovate has filed or furnished, as applicable, on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC under the Exchange Act or the Securities Act since January 1, 2021. All such registration 2018 (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basissince January 1, (ii) 2018 and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Innovate SEC Reports”). Each of the Innovate SEC Reports, at the time filed of its filing or furnished, complied, or will comply when filed or furnished, as to form being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Innovate SEC Reports, or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Sxxxxxxx-Xxxxx Exchange Act and the DxxxXxxxxxxx-Xxxxx Act Act, and any rules and regulations promulgated thereunder applicable to the Innovate SEC Reports. As of 2010their respective dates (or, if amended prior to the date of this Agreement, as amendedof the date of such amendment), as the case may be, and applicable to such Company Innovate SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading misleading, and any Innovate SEC Reports filed or furnished with the SEC subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As used in this Section 3.5(a), the terms “file” and “furnish”, and variations thereof shall be broadly construed to include any material respectmanner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) As of the date of this Agreement, Innovate has timely responded to all comment letters of the staff of the SEC relating to the Innovate SEC Reports, and the SEC has not advised Innovate that any final reports are inadequate, insufficient or otherwise non-responsive. Innovate has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Innovate and any of its Subsidiaries, on the other hand, occurring since January 1, 2018 and will, reasonably promptly following receipt thereof, make available to the Company any such correspondence sent or received after the date of this Agreement. As of the date of this Agreement, none of the Innovate SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (c) Each of the consolidated financial statements (including, in each case, any notes or schedules thereto) included in or incorporated by reference into the Innovate SEC Reports (the “Innovate Financial Statements”) fairly present, in all material respects, the consolidated financial position of Innovate and its consolidated Subsidiaries as of its date, or, in the case of the Innovate SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the consolidated financial position of Innovate and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, changes in shareholders’ equity (deficit) and cash flows included in or incorporated by reference into the Innovate SEC Reports (including any related notes and schedules) contained or to be contained fairly presents in all material respects, the results of operations, retained earnings (including by incorporation by referenceloss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the Company notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the case of Innovate SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the “Financial Statements”case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (d) at Other than as set forth in Section 3.5(d) of the time filed Innovate Schedule of Exceptions, Innovate has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and such system is effective in providing such assurance. Innovate (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Innovate in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and such disclosure controls and procedures are effective (ii) has, to the extent required by Law, disclosed, based on the most recent evaluation of its chief executive officer and its principal financial officer prior to the date of this Agreement, to Innovate’s auditors and the Audit Committee of the Board of Directors of Innovate (and made summaries of such disclosures available to the Company) (A) (y) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Innovate’s ability to record, process, summarize and report financial information and (z) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Innovate’s internal controls over financial reporting. Each of Innovate and its Subsidiaries have materially complied with or will comply as substantially addressed such deficiencies, material weaknesses or fraud. Innovate has delivered or made available to form in the Company complete and correct copies of all material respects correspondence between the NASDAQ market and Innovate in the past twelve (12) months and any correspondence with applicable accounting requirements respect to unresolved matters. (e) Each of the principal executive officer of Innovate and the published principal financial officer of Innovate (or each former principal executive officer of Innovate and each former principal financial officer of Innovate, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect theretoto the Innovate SEC Reports, (ii) and the statements contained in such certifications were or will be prepared in accordance with GAAP applied true and correct on a consistent basis throughout the periods involved (except as may be indicated date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” has the meanings given to such terms in the notes Xxxxxxxx-Xxxxx Act. None of Innovate or any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to such financial statements or, directors or executive officers in the case violation of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position Section 402 of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring yearXxxxxxxx-end adjustments (none of which are reasonably expected to be material)Xxxxx Act. (cf) The Neither Innovate or any of its Subsidiaries nor, to the Knowledge of Innovate, any director, officer, employee, or internal or external auditor of Innovate or any of its Subsidiaries has received or otherwise had or obtained constructive knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Innovate or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2018, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, principal financial officer or general counsel of Innovate, the Board of Directors of Innovate or any committee thereof, other than ordinary course audits or reviews of accounting policies or internal controls required by the Xxxxxxxx-Xxxxx Act. (g) Innovate has never been and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act. (h) From the time of Innovate’s initial public offering through the date hereof, the Company has been and is an “emerging growth company,” as defined in Rule 405 of the Securities Act. (i) Innovate is eligible for use of a Form S-3 for the registration of the resale of all Innovate Common Stock or Innovate Preferred Stock to be issued pursuant to the transactions contemplated hereby. (j) Innovate is, and since January 1, 2018 has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ market, and (ii) the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all registration statements, forms, reports reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC it since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after 1997 to the date hereof until (collectively, as supplemented and amended since the Closing) are referred to herein as time of filing, the “"Company SEC Reports.” ") with the SEC. The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports be and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a any material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any material respectCompany SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the The audited consolidated financial statements (including, and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the such Company SEC Reports (collectively, the “"Financial Statements”") at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may be otherwise indicated in the notes to such financial statements orthereto) and present fairly, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects respects, the consolidated financial position and results of operations and cash flows of the Company and its Subsidiaries as of on a consolidated basis at the respective dates indicated and the consolidated results of its operations and cash flows for the respective periods indicatedindicated (except, in the case of all in accordance with GAAP, except such financial statements that the unaudited are interim financial statements were or are subject to statements, for footnotes and normal and recurring year-end adjustments (none of which are reasonably expected to be materialadjustments). (c) The Neither the Company is in compliance in all material respects with the applicable provisions nor any of the Sxxxxxxx-Xxxxx Act. Each required formits Subsidiaries has any liabilities or obligations of any nature, report and document containing financial statements whether absolute, accrued, unmatured, contingent or otherwise whether due or to become due, known or unknown, or any unsatisfied judgments or any leases of personalty or realty or unusual or extraordinary commitments that has been filed with or submitted to the SEC was accompanied by any certifications are required to be filed shown on the face of a balance sheet or submitted by disclosed in notes to financial statements under United States generally accepted accounting principles, except (i) liabilities recorded on the Company’s principal executive officer and principal financial officer pursuant to 's balance sheet at December 31, 1999 (the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied "Balance Sheet") included in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on referred in Section 3.6(a) hereof and the notes thereto, or (ii) liabilities or obligations incurred since December 31, 1999 (whether or not incurred in the ordinary course of business and consistent with past practice) that would not, individually or in the aggregate, have a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentsCompany Material Adverse Effect.

SEC Filings; Financial Statements. (aA) The Company Except as otherwise set forth in Confidential Schedule 4.07(A), IBG has timely filed with or furnishedfurnished to, as applicable, the SEC all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by IBG or any of the Company with IBG Subsidiaries pursuant to the Securities Act or the Exchange Act since December 31, 2015 (the “IBG SEC since January 1Reports”). The IBG SEC Reports, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish any IBG SEC Reports filed after the date hereof of this Agreement until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basisEffective Time, (ii) at the time filed (or, if amended or furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing) (A) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act U.S. federal securities Laws and the Dxxx-Xxxxx Act of 2010, as amended, as the case may beother applicable Law, and applicable to such Company SEC Reports and (iiiB) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company IBG SEC Reports or necessary in order to make the statements in such Company IBG SEC Reports, in the light of the circumstances under which they were made, not misleading in misleading. As of the date of this Agreement, there are no outstanding or unrestricted comments received from the SEC staff with respect to the IBG SEC Reports. To the Best Knowledge of IBG, none of the IBG SEC Reports is the subject of ongoing SEC review or investigation. Except as otherwise set forth on Confidential Schedule 4.07(A), none of the IBG Subsidiaries is required to file with or furnish to the SEC any material respectforms, reports or other documents. (bB) Each of the consolidated IBG financial statements (including, in each case, any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company IBG SEC Reports, including any IBG SEC Reports (filed after the “Financial Statements”) at date of this Agreement until the time filed (i) Effective Time, complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) were or will be was 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 may be permitted by the SEC for Quarterly Reports on Form 10-Q under the Exchange ActQ), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company IBG and its Subsidiaries as of at the respective dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim consolidated financial statements were or are subject to normal and recurring year-end adjustments (none of which were not or are reasonably not expected to be material)material in amount or effect. (cC) IBG maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the business of IBG and its Subsidiaries. IBG has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting. Since December 31, 2015, IBG has not experienced or effected any material change in internal control over financial reporting. (D) IBG has not been notified by its independent public accounting firm that such accounting firm is of the view that any of financial statements should be restated which has not been restated in subsequent financial statements. (E) Since December 31, 2015, none of IBG nor any of its Subsidiaries, nor, to IBG’s Best Knowledge any director, officer or employee of IBG or any of its Subsidiaries or any auditor, accountant or representative of IBG or any of its Subsidiaries, has received any written allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of IBG or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that 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 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, 2015, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of IBG’s or its Subsidiaries’ chief executive officer, chief financial officer, individuals performing similar functions, or IBG’s or any of its Subsidiaries’ board of directors or any committee thereof. (F) The Company is in compliance books and records kept by IBG and any of its Subsidiaries are in all material respects complete and accurate and have been maintained in the ordinary course of business and in accordance with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report Law and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Actaccounting requirements. (dG) The Company maintains disclosure controls 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 procedures required by Rule 13a-15 or 15d-15 in compliance with Regulation O under the Exchange Federal Reserve Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed Made Available (or furnished, as applicable, made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements, reports Company Certifications and other statements, reports, schedules, forms and other documents filed by the Company with the SEC between December 31, 2019 and, solely for purposes of this sentence, the date of this Agreement (and for all other purposes under this Agreement since December 31, 2019), including exhibits all amendments thereto since December 31, 2019 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other information incorporated therein) documents required to be have been filed or furnished by the Company with the SEC since January 1December 31, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be 2019 have been so filed or furnished on a timely basis, (ii) at . None of the Company’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 furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in any material respect. the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (bB) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the consolidated financial certifications and statements (including, in each case, any related notes and schedules) contained or relating to be contained (including by incorporation by reference) in the Company SEC Reports Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Financial StatementsCompany Certifications”) at the time filed (i) complied or will comply is accurate and complete in all material respects, and complies as to form in all material respects with all applicable accounting requirements Legal Requirements. As used in the introduction to this Section 2 and 2.4, the published rules term “file” and regulations of variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results any member of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material)staff. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (db) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Target Companies required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Except as set forth in Part 2.4(b) of the Company Disclosure Schedule, the Company is in compliance in all material respects with the applicable listing requirements of the Nasdaq Capital Market, and has not between December 31, 2019 and the date of this Agreement received any notice asserting any non-compliance with the listing requirements of The Nasdaq Capital Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby, in each case in accordance with GAAP. No financial statements of any Person other than the Target Companies are required by GAAP to be included in the consolidated financial statements of the Company. (d) The Company’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been, to the knowledge of the Company: (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 with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Target Companies that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Target Companies; (ii) provide reasonable assurance that all information concerning transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Target Companies that could have a material effect on the Company’s consolidated financial statements is made known on a timely basis to statements. The Company’s management has completed an assessment of the individuals responsible for the preparation effectiveness of the Company’s filings system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2021, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, between December 31, 2021 and the date of this Agreement, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Target Companies; (B) any fraud, whether or not material, that involves the Company’s management or other public disclosure documentsemployees; or (C) any claim or allegation regarding any of the foregoing. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, (i) none of the Company SEC Documents is the subject of ongoing SEC review, and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) None of the Target Companies is a party to nor has any obligation or other commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) The Since January 1, 2008, the Company has timely filed or furnished, otherwise furnished (as applicable, ) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of it under the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports and (iii) except together with all certifications required pursuant to the extent that information contained in a Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company, any Company SEC Report has Subsidiary or CPS with the SEC, as have been revised, amendedsupplemented, modified or superseded by a later filed or furnished amended since the time of filing, collectively, the “Company SEC Report, Documents”). As of their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in any material respect. and (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (iii) complied or will comply as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act and the published applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries or CPS is currently required to file any forms, reports or other documents with respect theretothe SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (iiB) were have been or will be be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout during 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, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any successor or like form under the Exchange Act), ) and (iiiC) fairly presented or will fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its the consolidated Company Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject referred to normal and recurring year-end adjustments (none of which are reasonably expected to be material)therein. (cb) The Without limiting the generality of Section 3.7, (i) Deloitte & Touche LLP has not resigned or been dismissed as independent public accountant of the Company is as a result of or in compliance in all material respects connection with any disagreement with the applicable provisions Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. Each required Act with respect to any form, report and document containing financial statements that has been or schedule filed by the Company with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by since the Company’s principal executive officer and principal financial officer pursuant to enactment of the Sxxxxxxx-Xxxxx Act andand (iii) no enforcement action has been initiated or, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation Knowledge of the Company’s filings with , threatened against the Company by the SEC and other public disclosure documentsrelating to disclosures contained in any Company SEC Document.

SEC Filings; Financial Statements. (a) The Company has filed Made Available (or furnished, as applicable, made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements, reports Company Certifications and other statements, reports, schedules, forms and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1between December 31, 2021. All such registration statements2018 and, formssolely for purposes of this sentence, reports the date of this Agreement (and other documents (including exhibits and for all other information incorporated therein and those registration statementspurposes under this Agreement since December 31, forms2018), reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as including all amendments thereto since December 31, 2018 (collectively, the “Company SEC Reports.” The Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reports (i) were or will be since December 31, 2018 have been so filed or furnished on a timely basis, (ii) at . None of the Company’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 furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in any material respect. the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (bB) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the consolidated financial certifications and statements (including, in each case, any related notes and schedules) contained or relating to be contained (including by incorporation by reference) in the Company SEC Reports Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Financial StatementsCompany Certifications”) at the time filed (i) complied or will comply is accurate and complete in all material respects, and complies as to form in all material respects with all applicable accounting requirements Legal Requirements. As used in the introduction to this Section 2 and 2.4, the published rules term “file” and regulations of variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results any member of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material)staff. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (db) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Tetraphase Companies required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company is in compliance in all material respects with the applicable listing requirements of the Nasdaq Global Select Market, and has not between December 31, 2018 and the date of this Agreement received any notice asserting any non-compliance with the listing requirements of the Nasdaq Global Select Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby, in each case in accordance with GAAP. No financial statements of any Person other than the Tetraphase Companies are required by GAAP to be included in the consolidated financial statements of the Company. (d) The Company’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been, to the knowledge of the Company: (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 with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Tetraphase Companies that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Tetraphase Companies; (ii) provide reasonable assurance that all information concerning transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Tetraphase Companies that could have a material effect on the Company’s consolidated financial statements is made known on a timely basis to statements. The Company’s management has completed an assessment of the individuals responsible for the preparation effectiveness of the Company’s filings system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2019. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, between December 31, 2019 and the date of this Agreement, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Tetraphase Companies; (B) any fraud, whether or not material, that involves the Company’s management or other public disclosure documentsemployees; or (C) any claim or allegation regarding any of the foregoing. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, (i) none of the Company SEC Documents is the subject of ongoing SEC review, and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) None of the Tetraphase Companies is a party to nor has any obligation or other commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) The Company Since January 1, 2012, Parent has filed (or furnished) on a timely basis all reports, as applicable, all registration statementsschedules, forms, reports statements and other documents (including exhibits exhibits, financial statements and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits schedules thereto and all other information incorporated therein and those registration statements, forms, reports amendments and other supplements thereto) required to be filed with (or furnished to) the SEC by Parent (such documents that and any such additional documents filed with (or furnished to) the Company may file or furnish SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company Parent SEC Reports.” The Company Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last amendment, each Parent SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, Document complied, or will comply when if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Reports and Document. As of its filing (iiior furnishing) except date or, if amended prior to the extent that information date of this Agreement, as of the date of such latest amendment, no Parent SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in a Company order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Parent SEC Report has been revised, amended, modified or superseded by a later Document filed with (or furnished Company to) the SEC Report, did not or pursuant to the Exchange Act subsequent to the date of this Agreement will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in any material respectmisleading. (b) Each of the The audited consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) unaudited consolidated interim financial statements of Parent included in the Company Parent SEC Reports (the “Financial Statements”) at the time filed Documents (i) complied or will comply as to form form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited interim financial statements, as may be permitted by the SEC on under Form 10-Q under of the Exchange Act), and (iii) fairly presented or will fairly present (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates indicated thereof and the their consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are presented therein (subject to normal and recurring year-end adjustments (none in the case of which are reasonably expected to be materialany unaudited interim financial statements). (c) The Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) that any unauthorized use, acquisition or disposition of Parent’s assets that would materially affect Parent’s financial statements would be detected or prevented in a timely manner. There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year ended December 31, 2013 (nor has any such deficiency or weakness been identified as of the date hereof). (d) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) comply in all material respects with the requirements of the Exchange Act and are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. (e) Parent has delivered, or otherwise made available through filings with the SEC on XXXXX, to the Company or the Company’s Representative’s correct and complete copies of all comment letters received by Parent from the SEC since January 1, 2012 relating to the Parent SEC Documents, together with all written responses of Parent thereto. Except as set forth in Part 4.8(e) of the Parent Disclosure Schedule, there are no outstanding or unresolved comments in any such comment letters received by Parent from the SEC, and to the knowledge of Parent, none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (f) To the knowledge of Parent, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of Parent or any malfeasance by any director or executive officer of Parent. (g) None of Parent or its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any of Parent or its Subsidiaries in any of Parent’s or its Subsidiaries’ published financial statements or other Parent SEC Documents. (h) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. Parent does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002. (i) Parent is and has been in compliance in all material respects with the applicable provisions listing and governance rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActNYSE. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act. The Company has timely and properly filed or furnished, as applicable, all registration statements, forms, reports schedules, reports, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” ”). The Company’s Common Stock is currently listed or quoted on the Nasdaq Global Select Market. The Company is not in violation of the listing requirements of the Nasdaq Stock Market LLC and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common stock from the Nasdaq Stock Market LLC in the foreseeable future. The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time they were filed (or furnishedif amended or superseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, as to form then on the date of such filing) complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports the rules and regulations promulgated thereunder, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are filed if amended or furnished superseded by a 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 Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in misleading. The Company makes no representation or warranty whatsoever concerning the Company SEC Reports as of any material respecttime other than the time they were filed, amended or superseded. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at contained in the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Company SEC with respect thereto, (ii) were or will be Reports has been prepared in accordance with GAAP applied on a consistent basis throughout the periods period involved (except as may be indicated in the notes to such financial statements or, thereto) and complied in all material respects with the case rules and regulations of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under SEC. Each of the Exchange Act), and (iii) Financial Statements fairly presented or will fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which have not had or are reasonably not expected to be material)have, individually or in the aggregate, a Material Adverse Effect. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (aA) The Company has filed or furnishedfurnished (as required or permitted) all forms, as applicablereports, all registration schedules, proxy statements, forms, reports registration statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 20212003 (the "Company SEC Documents"). All such registration As of the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, formsat the time such proxy statement was mailed to stockholders of the Company) (or, reports with respect to filings made under the Exchange Act and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file amended or furnish after superseded by a filing prior to the date hereof until of this Agreement, then on the Closing) are referred date of the filing or furnishing of suc amendment or, with respect to herein as an amendment to a proxy statement, on the “Company SEC Reports.” The Company SEC Reports date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) were or will be filed or furnished on a timely basis, (ii) at each of the time filed or furnished, complied, or will comply when filed or furnished, as to form Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) the Company SEC Reports Documents did not (and (iii) except with respect to the extent that information contained in a Company SEC Report has been revisedDocuments filed after the date of this Agreement, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any material respectongoing review by the SEC. No Company Subsidiary is, or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the SEC. (bB) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form Documents fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations Company Subsidiaries as of the SEC with respect theretorespective dates thereof and the consolidated results of operations of the Company and the Company Subsidiaries for the periods covered thereby, (ii) were or will be have been 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 by the SEC on Form 10-Q under of the Exchange Act)SEC, and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected audit adjustments) and complied at the time they were filed as to be material). (c) The Company is in compliance form in all material respects with the applicable provisions accounting requirements and the published rules and regulations of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed SEC with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, respect thereto at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Actfiling. (dC) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company's or any Company Subsidiary's published financial statements or other Company SEC Documents. (D) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed independent registered public accounting firm engaged to provide reasonable assurance that all information concerning the Company that could have a material effect on express its opinion with respect to the financial statements is made known included in the Company SEC Documents is, and has been throughout the periods covered thereby "independent" within the meaning of Rule 2-01 of Regulation S-X. Ernst & Young, LLP has not resigned or been dismissed as an independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a timely basis matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (E) Neither the Company nor any of the Company Subsidiaries (taken together as a whole) has any material liabilities of any nature (whether accrued, absolute, contingent determined or otherwise) required by GAAP to be recognized or disclosed on a consolidated balance sheet of the Company or any Company Subsidiary or in the notes thereto, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents filed prior to the individuals responsible date of this Agreement; (ii) for liabilities and obligations incurred under any Material Contract other than liabilities or obligations due to breaches thereunder; and (iii) liabilities incurred in the preparation Ordinary Course of Business since December 31, 2006 that could not reasonably be expected to, individually or in the Company’s filings with the SEC and other public disclosure documentsaggregate, have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (aA) The Company Legacy has timely filed with or furnishedfurnished to, as applicable, the SEC all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by Legacy or any of the Company with Legacy Subsidiaries pursuant to the Securities Act or the Exchange Act since December 31, 2016 (the “Legacy SEC since January 1Reports”). The Legacy SEC Reports, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish any Legacy SEC Reports filed after the date hereof of this Agreement until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basisEffective Time, (ii) at the time filed (or, if amended or furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act U.S. federal securities Laws and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and other applicable to such Company SEC Reports Law; and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Legacy SEC Reports or necessary in order to make the statements in such Company Legacy SEC Reports, in the light of the circumstances under which they were made, not misleading misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Legacy SEC Reports. To the Best Knowledge of Legacy, none of the Legacy SEC Reports is the subject of ongoing SEC review or investigation. Except as otherwise set forth in Confidential Schedule 3.07(A), none of the Legacy Subsidiaries is required to file with or furnish to the SEC any material respectforms, reports or other documents. (bB) Each of the consolidated Legacy financial statements (including, in each case, any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company Legacy SEC Reports, including any Legacy SEC Reports (filed after the “Financial Statements”) at date of this Agreement until the time filed (i) Effective Time, complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) were or will be was 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 such financial statements or in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q under the Exchange ActQ), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company Legacy and its Subsidiaries as of at the respective dates indicated and the consolidated results of its operations and cash flows of Legacy and its Subsidiaries for the periods indicated, all in accordance with GAAP, except that the unaudited interim consolidated financial statements were or are subject to normal and recurring year-end adjustments (none of which were not or are reasonably not expected to be material)material in amount or effect. (cC) The Company is Legacy maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the business of Legacy and its Subsidiaries. Legacy has not identified any significant deficiencies or material weaknesses in compliance the design or operation of its internal control over financial reporting. Since December 31, 2016, Legacy has not experienced or effected any material change in all material respects with internal control over financial reporting. No executive officer of Legacy has failed in any respect to make the applicable provisions certifications required of such executive officer under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act. (dD) Legacy has not been notified by its independent public accounting firm that such accounting firm is of the view that any of Legacy’s financial statements should be restated which has not been restated in subsequent financial statements. (E) Since December 31, 2016, none of Legacy nor any of its Subsidiaries, nor, to Legacy’s Best Knowledge any director, officer or employee of Legacy or any of its Subsidiaries or any auditor, accountant or representative of Legacy or any of its Subsidiaries, has received any written allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Legacy or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Legacy or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Legacy or any of its Subsidiaries, whether or not employed by Legacy or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Legacy, any of its Subsidiaries or any of their officers, directors, employees or agents to Legacy’s or any of its Subsidiaries’ board of directors or any committee thereof or to any director or officer of Legacy or any of its Subsidiaries. Since December 31, 2016, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of Legacy’s or its Subsidiaries’ chief executive officer, chief financial officer, individuals performing similar functions, or Legacy’s or any of its Subsidiaries’ board of directors or any committee thereof. (F) The Company maintains disclosure controls books and procedures required records kept by Rule 13a-15 Legacy and any of its Subsidiaries are in all material respects complete and accurate and have been maintained in the ordinary course of business and in accordance with applicable Law and accounting requirements. (G) There are no outstanding loans made by Legacy or 15d-15 any of its Subsidiaries to any executive officer or director of Legacy, other than loans that are subject to and in compliance with Regulation O under the Exchange Federal Reserve Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnishedall forms, as applicablereports, all registration registrations, statements, forms, reports certifications and other documents (including exhibits and other information incorporated therein) required to be filed by it with, or furnished by the Company with to, the SEC since January for all periods beginning on or after October 1, 2021. All such registration statements, forms, reports and other documents 2007 (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” ”). The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will prepared and comply when filed or furnished, as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Securities Act of 20101933, and did not, as of their respective dates (or, if amended, as of the case may bedate of such amendment), and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since October 1, 2007 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any material respectof the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Each The audited consolidated balance sheets of the Company and its Subsidiaries as at September 30, 2009 and 2010 and the related audited consolidated financial statements of income, cash flows and stockholders equity of the Company and its Subsidiaries for the years ended September 30, 2009 and 2010 and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2010 and the related consolidated statements of income, cash flows and stockholders equity of the Company and its Subsidiaries for the three months then ended, respectively (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports and in each case, including the related notes and schedules, where applicable) (together with the Balance Sheet, the “Financial Statements”) at the time filed (i) complied or will comply present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows and statements of stockholders equity of the Company and its consolidated subsidiaries as of and for the periods presented therein (subject, in the case of unaudited quarterly financial statements, to form normal year-end adjustments and, with respect to pro forma financial statements, to the qualifications stated therein), (ii) have been prepared in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (involved, except as may be otherwise indicated in the notes to such financial statements therein or, in the case of the unaudited interim quarterly financial statements, statements as permitted by the SEC on Form 10-Q under or subject to normal year-end adjustments and, with respect to pro forma financial statements, to the Exchange Act)qualifications stated therein, and (iii) fairly presented or will fairly present when filed complied as to form in all material respects with the rules and regulations of the SEC with respect thereto. For the purposes hereof, (i) the unaudited consolidated financial position balance sheet of the Company and its Subsidiaries as of at December 31, 2010 is referred to as the dates indicated “Balance Sheet” and December 31, 2010 is referred to as the consolidated results of its operations “Balance Sheet Date” and cash flows for (ii) September 30, 2010 is referred to as the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material)“Audited Balance Sheet Date”. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or furnishedsince January 1, as applicable2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all registration statements, the forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1such date; PROVIDED that, 2021if the Company amends any of the Company SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. All such registration statementsAs of their respective dates, the Company SEC Reports and any forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that filed by the Company may file or furnish with the SEC after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports of this Agreement (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, complied or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports thereto, and (iiiii) except to did not at the extent that information contained in a Company SEC Report has been revised, amended, modified time they were filed (or if amended or superseded by a later filed or furnished Company SEC Report, did not filing prior to the date of this Agreement then on the date of such filing) or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reportsmade, in the light of the circumstances under which they were made, not misleading misleading, PROVIDED, HOWEVER, that no representation is made with respect to information included in the Company SEC Reports that was provided in writing by Parent or Sub. None of the Company's subsidiaries is required to file any material respectreports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) were or will be had been prepared in accordance with GAAP 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 the unaudited interim financial statements, as permitted by the SEC on Form 10-Q under or the Exchange ActAct regulations promulgated by the SEC), and (iii) each fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries in all material respects as of at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicatedindicated (subject, all in accordance with GAAP, except that the case of the unaudited interim financial statements were or are subject statements, to normal audit adjustments which were not and recurring year-end adjustments (none of which are reasonably expected not expected, individually or in the aggregate, to be materialmaterial in amount). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Since November 30, 2010, the Company has timely filed or furnished, otherwise furnished (as applicable, ) all registration statements, prospectuses, forms, reports reports, certifications, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all registration statements, prospectuses, forms, reports, certifications, statements and other documents with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred required to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of by it under the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amendedprior to such time, as the case may be, and applicable to such Company SEC Reports and (iii) except together with all certifications required pursuant to the extent Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC at or prior to the Effective Time that information contained in a Company SEC Report has are not required to be so filed or furnished, and as the same have been revised, amendedsupplemented, modified or superseded by a later filed or furnished amended since the time of filing prior to the date hereof, collectively, the “Company SEC ReportDocuments”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in any material respect. and (bii) Each of the consolidated financial statements complied (including, in each case, any related notes and schedules) contained or with respect to be contained (including by incorporation by reference) in the Company SEC Reports (Documents filed after the “Financial Statements”date hereof, will comply) at the time filed (i) complied or will comply as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the applicable requirements of the Xxxxxxxx-Xxxxx Act and the published applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with respect thereto, (ii) were the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the Company Subsidiaries that have been or will be be, as the case may be, included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout during 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, as permitted by the SEC on Form 10for normal and recurring year-Q under the Exchange Act), end adjustments) and (iiiB) fairly presented or will fairly present in all material respects or will present in all material respects, as the case may be, the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and its the consolidated Company Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicatedreferred to therein (except as may be indicated in the notes thereto or, all in accordance with GAAP, except that the unaudited case of interim financial statements were or are subject to statements, for normal and recurring year-end adjustments adjustments). (none b) Neither the Company nor any of which are reasonably expected the Company Subsidiaries is a party to, or has any commitment to be materialbecome a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s consolidated financial statements or other Company SEC Documents. (c) The Without limiting the generality of Section 3.7(a), since November 30, 2011, (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of the Company is as a result of or in compliance in all material respects connection with any disagreement with the applicable provisions Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the SxxxxxxxCompany has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of such certifications and (iii) no enforcement action has been filed with or submitted initiated or, to the SEC was accompanied by any certifications required to be filed or submitted knowledge of the Company, threatened against the Company by the Company’s principal executive officer and principal financial officer pursuant SEC relating to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, disclosures contained in any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActCompany SEC Document. (d) The Company maintains disclosure controls and procedures required Except as permitted by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls , including Sections 13(k)(2) and procedures are designed to provide reasonable assurance that all information concerning (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company that could have nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a material effect on the financial statements is made known on a timely basis personal loan to the individuals responsible for the preparation any executive officer or director of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company’s Common Stock is registered pursuant to Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the Company has filed or furnished, as applicable, all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 20212013, all of which are available to the Purchasers on the website maintained by the SEC at Table of Contents xxxx://xxx.xxx.xxx (the “SEC Website”). All such registration statements, required forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after subsequent to the date hereof until the Closinghereof) are referred to herein collectively as the “Company SEC Reports.” The ”. In addition, all documents filed as exhibits to the Company SEC Reports (“Exhibits”) are available on the SEC Website. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. As of their respective filing dates, the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are filed if amended or furnished superseded by a subsequent filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company is engaged only in any the business described in the Company SEC Reports, and the Company SEC Reports contain a complete and accurate description in all material respectrespects of the Company’s and the Subsidiaries’ business. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial StatementsCompany Financials”) at the time filed ), (i) complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) were was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and consistent with each other (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), ) and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments adjustments. Since January 1, 2015, there has been no material change in the Company’s accounting policies except as described in the notes to the Company Financials. The balance sheet of the Company contained in the Company SEC Report for the quarter ended March 31, 2015, is hereinafter referred to as the “Company Balance Sheet.” Except as set forth on Schedule 2.14(b), neither the Company nor any Subsidiary has incurred any obligations or liabilities (none absolute, accrued, contingent or otherwise) of which are reasonably expected any nature required to be material)disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, operations, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, except liabilities (i) reflected on, reserved against, or disclosed in the notes to the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice. (c) The Company is in compliance in all material respects with has heretofore made available to the applicable provisions Purchasers complete and correct copies of the Sxxxxxxx-Xxxxx Act. Each required formany amendments or modifications, report and document containing financial statements that has which have not yet been filed with or submitted to the SEC was accompanied by any certifications but which are required to be filed, to agreements, documents or other instruments which previously had been filed or submitted by the Company’s principal executive officer and principal financial officer Company with the SEC pursuant to the Sxxxxxxx-Xxxxx Securities Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation Table of the Company’s filings with the SEC and other public disclosure documents.Contents

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC pursuant to the Exchange Act or the Securities Act since January 1May 31, 2021. All such registration 2005 (the “Applicable Date”) (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein filed or furnished since the Applicable Date and those registration statements, forms, reports and other documents that the Company may file filed or furnish after furnished subsequent to the date hereof until the Closing) are referred to herein as of this Agreement, including any amendments thereto, the “Company SEC Reports.” The ”). Each of the Company SEC Reports (i) were or will be filed or furnished on a timely basisReports, (ii) at the time of its filing or being furnished complied or, if not yet filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the DxxxXxxxxxxx-Xxxxx Act Act, and any rules and regulations promulgated thereunder and any applicable rules and regulations promulgated by the Nasdaq applicable to the Company Reports. As of 2010their respective dates (or, if amended prior to the date hereof, as amendedof the date of such amendment), as the case may beCompany Reports did not, and applicable to such any Company SEC Reports and (iii) except filed with or furnished to the extent that information contained in a Company SEC Report has been revisedsubsequent to the date hereof will not, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading in any material respectmisleading. (b) Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Company Reports (includingincluding the related notes and schedules) fairly presented or, in the case of Company Reports filed after the date hereof, will fairly present the financial position of the Company as of its date and each caseof the statements of operations, statement of shareholders’ equity and statements of cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) contained or to be contained (including by incorporation by reference) or, in the case of Company SEC Reports filed after the date hereof, will fairly present the results of operations, retained earnings (loss) and changes in financial position, as the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect theretoCompany for the periods set forth therein (subject, (ii) were in the case of unaudited statements, to notes and normal and recurring year-end audit adjustments that will not be material in amount or effect). In addition, each of such balance sheets, statements of operations, statements of shareholders’ equity and statements of cash flows have been prepared or, in the case of Company Reports filed after the date hereof, will be prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods involved (involved, except as may be indicated noted therein. (c) Since May 31, 2007 through the date hereof, to the Knowledge of the Company, neither the Company nor any director, officer, employee, auditor, accountant or representative of the Company 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 the Company, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. (d) Except for liabilities reserved or reflected in the notes to such financial statements or, balance sheet included in the case of unaudited interim financial statements, as permitted by the SEC Company’s Quarterly Report on Form 10-Q under for the Exchange Actquarter ended February 29, 2008, as filed with the SEC and publicly available on the date of this Agreement (the “Latest Balance Sheet”), the Company has no liabilities, whether accrued, absolute, contingent, unliquidated or other, other than liabilities incurred in the ordinary course of business after the date of the Latest Balance Sheet that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. The Company has not guaranteed or otherwise agreed to become responsible for any indebtedness of any other Person. (e) Each of the principal executive officer and (iii) fairly presented or will fairly present in all material respects the consolidated principal financial position officer of the Company (or each former principal executive officer and its Subsidiaries as former principal financial officer of the dates indicated Company, as applicable) has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Reports, and the consolidated results Company has delivered to Parent a summary of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted disclosure made by the Company’s management to the Company’s auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, “principal executive officer officer” and “principal financial officer pursuant officer” shall have the meanings ascribed to such terms in the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act. (df) The Company maintains disclosure controls has designed and procedures required by Rule 13a-15 or 15d-15 under maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act. Such disclosure controls and procedures are designed ) 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 reasonable assurance (i) that all information concerning transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. To the Company’s Knowledge, there are no material weaknesses in either the design or operation of the Company’s internal control over financial reporting that are reasonably likely to adversely affect the ability of the Company that to record, process, summarize and report financial information. The Company has no Knowledge of any fraud or suspected fraud involving (i) management of the Company who have a significant role in the Company’s internal control over financial reporting, (ii) any employees of the Company where such fraud could have a material effect on the financial statements of the Company or (iii) any officer or employee of the Company whose role, actions or activities would be required to be considered in certifying internal control over financial reporting of the Company pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act. (g) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with principal executive officer and its principal financial officer by others within those entities; and such disclosure controls and procedures are effective in timely alerting the SEC Company’s principal executive officer and other public disclosure documentsits principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Filings; Financial Statements. (a) The Since October 3, 2009, the Company has filed or furnishedon a timely basis all reports, as applicable, all registration statementsschedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports statements and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that therein) required to be filed with or furnished to the SEC by the Company may file (such documents, together with any documents filed with or furnish furnished to the SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company SEC Reports.” The Documents”). As of their respective dates, the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basissubsequent to the date of this Agreement, (ii) at the time filed or furnishedwill comply, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (iii) except Documents. Except to the extent that information contained in a any Company SEC Report Document has been revised, amended, modified or superseded by a later filed or furnished Company SEC ReportDocument (prior to the date of this Agreement), did not or will not at none of the time they were or are Company SEC Documents when filed or furnished contain contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not contain, any untrue statement of a material fact or omit to state omission of a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in misleading. The Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. To the extent not available on the SEC website, the Company has made available to Parent complete and correct copies of the Company SEC Documents. No other Acquired Corporation is required to file any material respectforms, reports, statements, schedules or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be prepared in accordance with GAAP accounting principles generally accepted in the United States (“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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (none iii) fairly present, in all material respects, the consolidated financial position of which the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are reasonably expected required by GAAP to be material)included in the consolidated financial statements of the Company. The books and records of the Acquired Corporations have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered. (c) The Company has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) 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 ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Since September 29, 2012, to the knowledge of the Company, neither the Company nor the Company’s independent auditors has identified or become aware of (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) The Company is in compliance in all material respects with the applicable provisions all current listing and corporate governance requirements of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActNASDAQ. (df) The Company maintains disclosure controls None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and procedures required by Rule 13a-15 any unconsolidated Affiliate, including any structured finance, special purpose or 15d-15 limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act. Such )) where the result, purpose or intended effect of such Contract is to avoid disclosure controls of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (g) Other than as publicly available in the Electronic Data Gathering, Analysis and procedures are designed Retrieval database of the SEC (“XXXXX”), there have been no written inquiries, interrogatories or comments with respect to provide reasonable assurance that all information concerning any of the Company SEC Documents from the SEC received since October 3, 2009, and the Company has not been made aware of any such inquiries, interrogatories or comments that could have a material effect on were oral. As of the financial statements is made known on a timely basis date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the individuals responsible for Company SEC Documents. To the preparation knowledge of the Company’s filings with , none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (h) Except as permitted by the Exchange Act, including Sections 13(k)(2) and other public disclosure documents(3), since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Corporations has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Corporations. (i) Since October 3, 2009, (i) none of the Acquired Corporations or, to the knowledge of the Company, any Company Associate, auditor, accountant or representative of the Acquired Corporations 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 the Acquired Corporations or their respective internal accounting controls relating to periods after October 3, 2009, including any material complaint, allegation, assertion or claim that any Acquired Corporation has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) to the knowledge of the Company, no attorney representing any Acquired Corporation, whether or not employed by any Acquired Corporation, has reported evidence of a material violation of securities Legal Requirements relating to periods after October 3, 2009, by the Company or any Company Associate or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

SEC Filings; Financial Statements. Ascend has made available to Andover Games a correct and complete copy of each report, schedule, form registration statement and definitive proxy statement filed by Ascend with the SEC (a) The Company has filed or furnishedthe “Ascend SEC Reports”), as applicable, which are all registration statements, the forms, schedule reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company Ascend with the SEC since January 1, 2021prior to the date of this Agreement. All such registration statements, forms, reports Ascend SEC Reports required to be filed by Ascend during the last two fiscal years and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after interim period prior to the date hereof until of this Agreement were filed in a timely manner except as set forth on Schedule 3.3. As of their respective dates the Closing) are referred to herein as the “Company Ascend SEC Reports.” The Company SEC Reports : (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Ascend SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (and if amended or are filed superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or furnished superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. Except to the extent set forth in this Article III Ascend makes no representation or warranty whatsoever concerning any material respectAscend SEC Report as of any time other than the date or period with respect to which it was filed. (ba) Each set of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (in Ascend SEC Reports, including by incorporation by reference) in each Ascend SEC Report filed after the Company SEC Reports (date hereof until the “Financial Statements”) at the time filed (i) Closing, complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under of the Exchange Act), ) and (iii) each fairly presented presents or will fairly present in all material respects the consolidated financial position of Ascend at the Company and its Subsidiaries as of the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments (none of which were not or are reasonably not expected to be material)have a Material Adverse Effect on Ascend taken as a whole. (cb) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that Merger Sub has been filed with or submitted to the SEC was accompanied by never made any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentsit neither is, nor ever has been, required to make any such filing.

SEC Filings; Financial Statements. (a) The Company has filed or furnishedall forms, as applicablereports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company since January 1, 2002 with the SEC (collectively, the “Company SEC Reports”). The Company SEC Reports, including all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until and prior to the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports Acquisition Merger Effective Time, (i) were or and, in the case of Company SEC Reports filed after the date hereof, will be filed or furnished on a timely basisbe, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in all material respects in accordance with the applicable requirements of the Securities Act, Act (as defined below) and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports the rules and regulations thereunder, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or if amended or superseded by a filing 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 or furnished filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading in misleading. None of the Subsidiaries of the Company is required to file any material respectforms, reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) ), contained or to be contained (including by incorporation by reference) in the Company SEC Reports, including any Company SEC Reports (filed between the “Financial Statements”) at date of this Agreement and the time filed (i) Closing, complied or will comply comply, as to form of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates indicated thereof and the consolidated results of its the operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicated, all in accordance with GAAP, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which have not been made and are reasonably not expected to be materialmaterial in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of the Company contained in the Company SEC Report on Form 10-Q for the quarter ended September 30, 2004 is referred to herein as the “Company Balance Sheet”). (c) The chief executive officer and chief financial officer of the Company have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct, and the Company is otherwise in compliance in with all material respects with the applicable effective provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report Act and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions listing standards and corporate governance rules of the Sxxxxxxx-Xxxxx ActNASDAQ. (d) The Company maintains disclosure controls Each of the consolidated financial statements (including, in each case, any related notes and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning schedules) contained in the Company that could have a material effect on SEC Reports accurately reflects the financial statements is made known on a timely basis revenues and costs relating to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentsCompany Material Contracts.

SEC Filings; Financial Statements. (a) The Company has filed delivered or furnished, as applicable, made available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements, reports Company Certifications (as defined below) and other statements, reports, schedules, forms and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1July 29, 2021. All such registration statements2011, formsincluding all amendments thereto (collectively, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Documents”). Since July 29, 2011, all statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reports (i) were or will be have been so filed or furnished on a timely basis, (ii) at . None of the Company’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 furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were mademade and taking into account the requirements applicable to the respective Company SEC Document, not misleading misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any material respectother rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance ensure that all material information concerning the Company Entities required to be disclosed by the Company in the reports that could have it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company maintains a material effect on system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements is made known on a timely basis to for external purposes in accordance with GAAP. The Company’s management has completed an assessment of the individuals responsible for the preparation effectiveness of the Company’s filings system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2011, and such assessment concluded that such controls were effective. To the Knowledge of the Company, since December 31, 2011, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Company Entities are required by GAAP to be included in the consolidated financial statements of the Company contained or incorporated by reference in the Company SEC Documents. (d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (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 with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and other public disclosure documentsthe Public Company Accounting Oversight Board thereunder. To the Knowledge of the Company, all non-audit services performed by the Company’s auditors for the Company Entities that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved.

SEC Filings; Financial Statements. (ai) The Company has filed or furnished, as applicable, in a timely manner all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be SEC Reports. As of the time it was filed or furnished by the Company with the SEC since January 1(or, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file if amended or furnish after superseded by a filing prior to the date hereof until of this Agreement, then on the Closing) are referred to herein as date of such filing), each of the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be) and, and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at as of the time they were or are filed or furnished contain filed, none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. As used in this Section 3.1(h), the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There are no material respectoutstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports. (bii) Each As of their respective filing dates, the financial statements of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) Company included in the Company SEC Reports (collectively, the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated indicated, and the consolidated results of its operations and cash flows for the periods indicated, all therein specified. The Financial Statements have been prepared in accordance with GAAP, except that as otherwise noted therein, and in the case of unaudited interim financial statements were or statements, which may not contain footnotes and are subject to normal and recurring year-end adjustments adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified. Except as set forth in the Financial Statements filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such Financial Statements, none of which are which, individually or in the aggregate, have had or would reasonably be expected to be material)have a Material Adverse Effect. (ciii) The Company is in compliance in all material respects with To the applicable provisions Company’s knowledge, Ernst & Young LLP, who has certified certain financial statements of the SxxxxxxxCompany and delivered their report with respect to the audited financial statements included in the SEC Reports, (i) have at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act. Each required form), report and document containing financial statements that has been filed (ii) are “independent” with or submitted respect to the SEC was accompanied by any certifications required to be filed or submitted by Company within the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxxmeaning of Regulation S-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 X under the Exchange Act. Such disclosure controls Act and procedures (iii) are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation in compliance with subsections (g) through (l) of Section 10A of the Company’s filings with Exchange Act and the rules and regulations promulgated by the SEC and other public disclosure documentsthe Public Accounting Oversight Board thereunder.

SEC Filings; Financial Statements. (a) The Company has filed delivered (or furnished, as applicable, made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with, and all Company Certifications (including exhibits and other information incorporated thereinas defined below) required to be filed or furnished by the Company with or to, the SEC since January 1, 2021. All such registration statements2002, formsincluding all amendments thereto (collectively, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC Reports (i) were or will be since January 1, 2002 have been so filed or furnished on a timely basis, (ii) at . None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished, complied, or will comply when filed or furnished, furnished to the SEC: (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in any material respectthe case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by Rule 13a-14 under the Exchange Act (collectively, the “Company Certifications”) is accurate and complete, and complied as to form and content with all applicable Laws in effect at the time each such Company Certification was filed with or furnished to the SEC. (b) Each The Company and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. The Company has delivered or made available to Parent accurate and complete copies of all material policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has at all times since January 1, 2000 been, in compliance with the applicable listing and other rules and regulations of the consolidated OTC Bulletin Board and has not since January 1, 2000 received any notice from the OTC Bulletin Board asserting any non-compliance with any of such rules and regulations. (c) The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were 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 by the SEC on Form 10-Q under the Exchange Act)covered, and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates indicated thereof and the consolidated results of its operations and cash flows of the Company and its Subsidiaries for the periods indicated, all in accordance with GAAP, except that the unaudited interim covered thereby. No financial statements were or of any Person other than the Company and its Subsidiaries are subject to normal and recurring year-end adjustments (none of which are reasonably expected required by GAAP to be material). (c) The Company is included in compliance in all material respects with the applicable provisions consolidated financial statements of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls has delivered or made available to Parent the unaudited consolidated balance sheet (including the notes thereto) of the Company and procedures required by Rule 13a-15 or 15d-15 its Subsidiaries as of September 30, 2005 (the “Company Balance Sheet”) and the unaudited consolidated statement of income (including the notes thereto) of the Company and its Subsidiaries for the fiscal year then ended (together with the Company Balance Sheet, the “Company Financial Statements”). The Company Financial Statements: (i) were prepared in accordance with GAAP applied on a basis consistent with the basis on which the financial statements contained in the Company SEC Documents were prepared; and (ii) fairly present in all material respects the condensed, unaudited consolidated financial position of the Company and its Subsidiaries as of September 30, 2005 and the condensed, unaudited consolidated results of operations of the Company and its Subsidiaries for the fiscal year then ended. (e) The Company’s auditor has, at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act, been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning All non-audit services (as defined in Section 2(a)(8) of the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of Xxxxxxxx-Xxxxx Act) performed by the Company’s filings with auditors for the Company and its Subsidiaries were approved as required by Section 202 of the Xxxxxxxx-Xxxxx Act. (f) Other than as disclosed in the Company SEC Documents, there are no securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect and other public disclosure documentsno such transactions or arrangements have been effected by the Company or any of its Subsidiaries since January 1, 2000.

SEC Filings; Financial Statements. (a) The Company Radiant has filed or furnished, as applicable, on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC under the Exchange Act or the Securities Act since January September 1, 2021. All such registration 2017 (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basissince September 1, (ii) 2017 and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Radiant SEC Reports”). Each of the Radiant SEC Reports, at the time filed of its filing or furnished, complied, or will comply when filed or furnished, as to form being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Radiant SEC Reports, or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Sxxxxxxx-Xxxxx Exchange Act and the DxxxXxxxxxxx-Xxxxx Act Act, and any rules and regulations promulgated thereunder applicable to the Radiant SEC Reports. As of 2010their respective dates (or, if amended prior to the date of this Agreement, as amendedof the date of such amendment), as the case may be, and applicable to such Company Radiant SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading misleading, and any Radiant SEC Reports filed or furnished with the SEC subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As used in this Section 3.5(a), the term “file” and variations thereof shall be broadly construed to include any material respectmanner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) As of the date of this Agreement, Radiant has timely responded to all comment letters of the staff of the SEC relating to the Radiant SEC Reports, and the SEC has not advised Radiant that any final reports are inadequate, insufficient or otherwise non-responsive. Radiant has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Radiant and any of its Subsidiaries, on the other hand, occurring since September 1, 2017 and will, reasonably promptly following receipt thereof, make available to the Company any such correspondence sent or received after the date of this Agreement. As of the date of this Agreement, none of the Radiant SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (c) Each of the consolidated financial statements (including, in each case, any notes or schedules thereto) included in or incorporated by reference into the Radiant SEC Reports (the “Radiant Financial Table of Contents Statements”) fairly present, in all material respects, the consolidated financial position of Radiant and its consolidated Subsidiaries as of its date, or, in the case of the Radiant SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the consolidated financial position of Radiant and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, changes in shareholders’ equity (deficit) and cash flows included in or incorporated by reference into the Radiant SEC Reports (including any related notes and schedules) contained or to be contained fairly presents in all material respects, the results of operations, retained earnings (including by incorporation by referenceloss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the Company notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the case of Radiant SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the “Financial Statements”case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (d) at Radiant has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the time filed Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and, to the Knowledge of Radiant, such system is effective in providing such assurance. Radiant (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Radiant in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and such disclosure controls and procedures are effective (ii) has, to the extent required by Law, disclosed, based on the most recent evaluation of its chief executive officer and its principal financial officer prior to the date of this Agreement, to Radiant’s auditors and the Audit Committee of the Board of Directors of Radiant (and made summaries of such disclosures available to the Company) (A) (y) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Radiant’s ability to record, process, summarize and report financial information and (z) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Radiant’s internal controls over financial reporting. Each of Radiant and its Subsidiaries have materially complied with or will comply as substantially addressed such deficiencies, material weaknesses or fraud. Radiant has delivered or made available to form in the Company complete and correct copies of all material respects correspondence between the NASDAQ market and Radiant in the past twelve (12) months and any correspondence with applicable accounting requirements respect to unresolved matters. (e) Each of the principal executive officer of Radiant and the published principal financial officer of Radiant (or each former principal executive officer of Radiant and each former principal financial officer of Radiant, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect theretoto the Radiant SEC Reports, (ii) and the statements contained in such certifications were or will be prepared in accordance with GAAP applied true and correct on a consistent basis throughout the periods involved (except as may be indicated date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” has the meanings given to such terms in the notes Xxxxxxxx-Xxxxx Act. None of Radiant or any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to such financial statements or, directors or executive officers in the case violation of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position Section 402 of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring yearXxxxxxxx-end adjustments (none of which are reasonably expected to be material)Xxxxx Act. (cf) The Neither Radiant or any of its Subsidiaries nor, to the Knowledge of Radiant, any director, officer, employee, or internal or external auditor of Radiant or any of its Subsidiaries has received or otherwise had or obtained constructive knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Radiant or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since September 1, 2017, there have been no formal internal investigations regarding financial Table of Contents reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, principal financial officer or general counsel of Radiant, the Board of Directors of Radiant or any committee thereof, other than ordinary course audits or reviews of accounting policies or internal controls required by the Xxxxxxxx-Xxxxx Act. (g) Radiant has never been and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act. (h) From the time of Radiant’s initial public offering through the date hereof, the Company has been and is an “emerging growth company,” as defined in Rule 405 of the Securities Act. (i) Radiant is eligible for use of a Form S-3 for the registration of any Radiant Common Stock to be issued pursuant to the transactions contemplated hereby. (j) Radiant is, and since September 1, 2017 has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ market, and (ii) the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Section 3.7.1 Except as set forth in Section 3.7.1 of the Company Disclosure Schedule, since January 1, 2005, the Company has timely filed or furnished, otherwise furnished (as applicable, ) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of it under the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports and (iii) except together with all certifications required pursuant to the extent that information contained in a Sarxxxxx-Xxxxx Xxt of 2002 (the “Sarxxxxx-Xxxxx Xxt”) (such documents and any other documents filed by the Company SEC Report has or any Company Subsidiary with the SEC, as have been revised, amendedsupplemented, modified or superseded by a later filed or furnished amended since the time of filing, collectively, the “Company SEC Report, Documents”). As of their respective filing dates the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not at the time they were or are filed or furnished not) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in any material respect. and (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (iii) complied or will comply as to form in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Sarxxxxx-Xxxxx Xxt and the published applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with respect theretothe SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (iiB) were have been or will be be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout during 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, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any successor or like form under the Exchange Act), ) and (iiiC) fairly presented or will fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its the consolidated Company Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject referred to normal and recurring year-end adjustments (none of which are reasonably expected to be material)therein. Section 3.7.2 Without limiting the generality of this Section 3.7, (cA) The PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountant of the Company is as a result of or in compliance in all material respects connection with any disagreement with the applicable provisions Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (B) no executive officer of the SxxxxxxxCompany has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sarxxxxx-Xxxxx Act. Each required Xxt with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sarxxxxx-Xxxxx Xxt and document containing financial statements that (C) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. Section 3.7.3 The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with or submitted to the SEC was accompanied by to any certifications required to be agreement, document or other instrument which previously had been filed or submitted by the Company’s principal executive officer and principal financial officer Company with the SEC pursuant to the Sxxxxxxx-Xxxxx Securities Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Since October 1, 2015, the Company has filed or furnished, as applicable, on a timely basis all registration statementsreports, schedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration proxy statements, forms, reports registration statements and other documents (including exhibits and all other information incorporated therein and those registration statementstherein) required to be filed or furnished, formsas applicable, reports and other documents that with the SEC by the Company may file or furnish after the date hereof until the Closing) are referred to herein as (such documents, the “Company SEC Reports.” The Documents”). None of the Company’s Subsidiaries is required to file or furnish any reports with the SEC pursuant to the Exchange Act. As of their respective SEC filing dates (and in the case of any registration statements, as of the effective dates thereof), the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basisor to become effective subsequent to the date of this Agreement, (ii) at the time filed or furnished, complied, or will comply when filed or furnishedcomply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002, as amended (together with the rules and regulations promulgated thereunder, the Dxxx“Sxxxxxxx-Xxxxx Act of 2010, as amendedAct”), as the case may be. As of their respective dates (or, and applicable if amended prior to the date of this Agreement, as of the date of such amendment), none of the Company SEC Reports and (iii) except Documents 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 extent that information contained statements therein, in a Company SEC Report has been revisedlight of the circumstances under which they were made, amendednot misleading, modified or superseded by a later in each case giving effect to any amendments thereto filed or furnished prior to the date hereof, and any Company SEC Report, did not or will not at the time they were or are document filed or furnished with the SEC subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. No executive officer of the Company has failed in any material respectrespect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. Subject to any comments that the SEC staff may make subsequent to the date hereof with respect to the Offer Documents or the Schedule 14D-9 and subject to any review or investigation that the SEC may initiate subsequent to the date hereof with respect to the Offer Documents or the Schedule 14D-9, (i) there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents and (ii) to the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any related notes and schedulesschedules thereto) contained or to be contained (including by incorporation by reference) included in the Company SEC Reports (the “Financial Statements”) at the time filed Documents (i) complied at the time they were filed, or in the case of any such financial statements filed after the date of this Agreement, will comply comply, as to form form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared, or in the case of any such financial statements filed after the date of this Agreement, will be prepared prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) in the case of such audited consolidated financial statements, fairly presented present (except as may be indicated in the notes thereto), or in the case of any such financial statements filed after the date of this Agreement, will fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates indicated thereof and the their consolidated results of its operations and cash flows for the periods indicatedpresented therein, in conformity with GAAP, (iv) in the case of such unaudited consolidated interim financial statements, fairly present (except as may be indicated in the notes thereto), or in the case of any such financial statements filed after the date of this Agreement, will fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal year-end adjustments) and (v) were prepared, or in the case of any such financial statements filed after the date of this Agreement, will be prepared, in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal books and recurring year-end adjustments (none records of which are reasonably expected to be material)the Company and its Subsidiaries. (c) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s system of internal control over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) that any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be detected or prevented in a timely manner. Since October 1, 2015, the Company has not identified (x) any material weakness (as defined in Rule 12b-2 of the Exchange Act in the design or operation of internal controls which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (y) any significant deficiency (as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated or (z) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) The Company maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act) designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company (including information regarding the Company’s Subsidiaries) in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. Since October 1, 2015, the Company has not received any material complaint, allegation, assertion or claim regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (e) None of the Acquired Entities is a party to or has any obligation or other commitment to become a party to any securitization transaction, joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Entities, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Entity in any Acquired Entity’s published financial statements or other Company SEC Documents. The Company is in compliance in all material respects with the applicable provisions listing and corporate governance rules and regulations of NASDAQ. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied Company prohibited by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions Section 402 of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company’s Common Stock is registered pursuant to Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the Company has filed or furnished, as applicable, all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 20212010, all of which are available to the Purchasers on the website maintained by the SEC at xxxx://xxx.xxx.xxx (the “SEC Website”). All such registration statements, required forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after subsequent to the date hereof until the Closinghereof) are referred to herein collectively as the “Company SEC Reports.” The ”. In addition, all documents filed as exhibits to the Company SEC Reports (“Exhibits”) are available on the SEC Website. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. As of their respective filing dates, the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are filed if amended or furnished superseded by a subsequent filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. The Company is engaged only in any the business described in the Company SEC Reports, and the Company SEC Reports contain a complete and accurate description in all material respectrespects of the Company’s and the Subsidiaries’ business. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial StatementsCompany Financials”) at the time filed ), (i) complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) were was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and consistent with each other (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), ) and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments adjustments. Since January 1, 2010, there has been no material change in the Company’s accounting policies except as described in the notes to the Company Financials. The balance sheet of the Company contained in the Company SEC Report for the quarter ended September 30, 2012, is hereinafter referred to as the “Company Balance Sheet.” Except as set forth on Schedule 2.14(b), neither the Company nor any Subsidiary has incurred any obligations or liabilities (none absolute, accrued, contingent or otherwise) of which are reasonably expected any nature required to be material)disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, operations, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, except liabilities (i) reflected on, reserved against, or disclosed in the notes to the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice. (c) The Company is in compliance in all material respects with has heretofore made available to the applicable provisions Purchasers complete and correct copies of the Sxxxxxxx-Xxxxx Act. Each required formany amendments or modifications, report and document containing financial statements that has which have not yet been filed with or submitted to the SEC was accompanied by any certifications but which are required to be filed, to agreements, documents or other instruments which previously had been filed or submitted by the Company’s principal executive officer and principal financial officer Company with the SEC pursuant to the Sxxxxxxx-Xxxxx Securities Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Purchaser has made available to the Company has and the Sellers a correct and complete copy of each report and registration statement filed or furnishedby the Purchaser (the “Purchaser SEC Reports”) with the Securities and Exchange Commission (“Commission”), as applicable, which are all registration statements, the forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company Purchaser with the SEC since January 1, 2021Commission prior to the date of this Agreement. All such registration statements, forms, reports and other documents the Purchaser SEC Reports required to be filed by the Purchaser in the twelve (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after 12) month period prior to the date hereof until of this Agreement were filed in a timely manner. As of their respective dates the Closing) are referred to herein as the “Company Purchaser SEC Reports.” The Company SEC Reports : (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in accordance and complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company the Purchaser SEC Reports Reports, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (and if amended or are filed superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or furnished superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. Except to the extent set forth in the preceding sentence, the Purchaser makes no representation or warranty whatsoever concerning any material respectthe Purchaser SEC Report as of any time other than the date or period with respect to which it was filed. (b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company Purchaser SEC Reports (Reports, including each the “Financial Statements”) at Purchaser SEC Report filed after the time filed (i) date hereof until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, (ii) were 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 by the SEC on Form 10-Q under QSB of the Exchange Act), ) and (iii) each fairly presented presents or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of Purchaser at the respective dates indicated thereof and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments (none of which were not or are reasonably not expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect Material Adverse Effect on the financial statements is made known on Purchaser taken as a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentswhole.

SEC Filings; Financial Statements. (a) The Company has filed or furnishedotherwise transmitted all forms, as applicablereports, all registration statements, forms, reports certifications and other documents (including exhibits all exhibits, amendments and other information incorporated thereinsupplements thereto) required to be filed or furnished by the Company it with the SEC since January 1September 24, 2021. All 2010 (all such registration forms, reports, statements, forms, reports certificates and other documents (including exhibits and all other information incorporated therein and those registration statementsfiled since September 24, forms2010, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as collectively, the “Company SEC Reports.” The ”). Each of the Company SEC Reports, as amended, complied, and each of the Company SEC Reports (i) were or filed subsequent to the date of this Agreement will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnishedcomply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. As of 2010its filing date, as amendednone of the Company SEC Reports filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, and applicable to such Company SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revisedwhen filed, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent that the information in any material respectCompany SEC Report has been amended or superseded by a later Company SEC Report filed prior to the date hereof. (b) Each of Except to the consolidated extent that the information in any Company SEC Report has been amended or superseded by a later Company SEC Report filed prior to the date hereof, the financial statements (including, in each case, any including all related notes and schedules) contained or to be contained (including by incorporation by reference) of the Company and its subsidiaries included in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) present fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries, as of at the respective dates indicated thereof, and the consolidated results of its their operations and their cash flows for the respective periods indicatedthen ended (subject, all in accordance with GAAP, except that the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with United States generally accepted accounting principles (none “GAAP”) (except, in the case of which are reasonably expected to the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be materialexpressly indicated therein or in the notes thereto). (c) The Except as set forth on Section 3.7(c) of the Company Disclosure Schedule, since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act andand (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ, at except in the time case of filing or submission of each such certification, clauses (i) and (ii) for any such certification complied noncompliance that would not, individually or in all material respects the aggregate, have a Material Adverse Effect with respect to the applicable provisions of the Sxxxxxxx-Xxxxx ActCompany. (d) The Except as set forth on Section 3.7(d) of the Company maintains Disclosure Schedule, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rule 13a-15 Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that information required to be disclosed by the Company in the reports it files or 15d-15 submits under the Exchange ActAct is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Such The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures are designed and, to provide reasonable assurance the extent required by applicable Law, presented in any applicable Company SEC Report that all information concerning is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Except as set forth on Section 3.7(e) of the Company that could have a material effect Disclosure Schedule, based on the its most recently completed evaluation of its system of internal control over financial statements is made known on a timely basis reporting prior to the individuals responsible for date of this Agreement, (i) to the preparation knowledge of the Company, the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s filings ability to record, process, summarize and report financial information and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (f) Except (i) as reflected, accrued or reserved against in (A) the Company’s consolidated balance sheet as of September 24, 2010 (or the notes thereto) included in the Company’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended September 24, 2010, or (B) the Company’s consolidated balance sheet as of April 1, 2011 (or the notes thereto) included in the Company’s Quarterly Report on Form 10-Q filed on May 12, 2011 for the fiscal quarter ended April 1, 2011, (ii) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since April 1, 2011, (iii) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (iv) for liabilities or obligations incurred pursuant to or in connection with the SEC and transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, other public disclosure documentsthan those which have not had, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

SEC Filings; Financial Statements. (a) The Company has filed Made Available (or furnished, as applicable, made available on the SEC website) to Parent accurate and complete copies of all registration statements, formsproxy statements, reports Company Certifications and other statements, reports, schedules, forms and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1between December 31, 2021. All such registration statements2018 and, formssolely for purposes of this sentence, reports the date of this Agreement (and other documents (including exhibits and for all other information incorporated therein and those registration statementspurposes under this Agreement since December 31, forms2018), reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as including all amendments thereto since December 31, 2018 (collectively, the “Company SEC Reports.” The Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reports (i) were or will be since December 31, 2018 have been so filed or furnished on a timely basis, (ii) at . None of the Company’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 furnishedsuperseded by a filing prior to the date of this Agreement, complied, or will comply when filed or furnished, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to the extent that information Documents contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in any material respect. the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by filing or furnishing of the applicable amending or superseding Company SEC Document; and (bB) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the consolidated financial certifications and statements (including, in each case, any related notes and schedules) contained or relating to be contained (including by incorporation by reference) in the Company SEC Reports Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Financial StatementsCompany Certifications”) at the time filed (i) complied or will comply is accurate and complete in all material respects, and complies as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated Legal Requirements. As used in the notes introduction to such financial statements orthis Section 2 and 2.4, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.13

SEC Filings; Financial Statements. (a) The Company Phoenix has filed or furnished, as applicable, on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC under the Exchange Act or the Securities Act since January 1, 2021. All such registration 2012 (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basissince January 1, (ii) 2012 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Phoenix SEC Reports”). Each of the Phoenix SEC Reports, at the time filed of its filing or furnished, complied, or will comply when filed or furnished, as to form being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Phoenix SEC Reports, or, if not yet filed or furnished, will to the Knowledge of Phoenix comply in all material respects with the applicable requirements of the Securities Act, the Sxxxxxxx-Xxxxx Exchange Act and the DxxxXxxxxxxx-Xxxxx Act Act, and any rules and regulations promulgated thereunder applicable to the Phoenix SEC Reports. As of 2010their respective dates (or, if amended prior to the date hereof, as amendedof the date of such amendment), as the case may be, and applicable to such Company Phoenix SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading misleading, and any Phoenix SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to the Knowledge of Phoenix contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in any material respectlight of the circumstances in which they were made, not misleading. (b) As of the date of this Agreement, Phoenix has timely responded to all comment letters of the staff of the SEC relating to the Phoenix SEC Reports, and the SEC has not advised Phoenix that any final responses are inadequate, insufficient or otherwise non-responsive. Phoenix has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Phoenix and any of its Subsidiaries, on the other hand, occurring since January 1, 2013 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Knowledge of Phoenix, as of the date of this Agreement, none of the Phoenix SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (i) Each of the consolidated financial statements (including, in each case, any related notes and schedulesor schedules thereto) contained included in or to be contained (including incorporated by incorporation by reference) in reference into the Company Phoenix SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of Phoenix and the published rules and regulations its consolidated Subsidiaries as of the SEC with respect theretoits date, (ii) were 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 statementsthe Phoenix SEC Reports filed after the date hereof, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present present, in all material respects respects, the consolidated financial position of the Company Phoenix and its consolidated Subsidiaries as of the dates indicated its date and each of the consolidated results statements of its operations income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Phoenix SEC Reports (including any related notes and schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods indicatedset forth therein (except as indicated in the notes thereto, all and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAPGAAP consistently applied during the periods involved, except that as may be noted therein, or in the case of Phoenix SEC Reports filed after the date hereof, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited interim financial statements were or are statements, as may be permitted by the rules of the SEC, and subject to normal and recurring year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (none of which are reasonably expected to be materialthe “Phoenix Financial Statements”). (cd) The Company Phoenix has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and, to the Knowledge of Phoenix, such system is effective in providing such assurance. Phoenix (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Phoenix in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and, to the Knowledge of Phoenix, such disclosure controls and procedures are effective, (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Phoenix’s auditors and the Audit Committee of the Board of Directors of Phoenix (and made summaries of such disclosures available to the Company) (A) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Phoenix’s ability to record, process, summarize and report financial information, (B) any material weakness in internal control over financial reporting, (C) any fraud, whether or not material, that involves management or other employees who have a significant role in Phoenix’s internal controls over financial reporting and (D) any written claim or allegation regarding any of the foregoing. Each of Phoenix and its Subsidiaries have materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. Phoenix is in compliance in all material respects with the applicable all effective provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the SxxxxxxxXxxxxxxx-Xxxxx Act. (de) The Company maintains disclosure controls Each of the principal executive officer of Phoenix and procedures the principal financial officer of Phoenix (or each former principal executive officer of Phoenix and each former principal financial officer of Phoenix, as applicable) has made all certifications required by Rule 13a-15 13a-14 or 15d-15 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Phoenix SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” has the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are designed None of Phoenix or any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to provide reasonable assurance that all information concerning directors or executive officers in violation of Section 402 of the Company that could have a material effect on the financial statements is made known on a timely basis Xxxxxxxx-Xxxxx Act. (f) Neither Phoenix or any of its Subsidiaries nor, to the individuals responsible for the preparation Knowledge of the Company’s filings with the SEC and other public disclosure documentsPhoenix, any director, officer, employee, or internal or external auditor of Phoenix or any of its Subsidiaries has received or otherwise had or obtained actual knowledge of any complaint, allegation, assertion or claim, whether written or oral, that Phoenix or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. Except as set forth in Section 3.6 of the Company Disclosure Schedule: (a) The Company has filed or furnishedAll reports, as applicable, all registration statementsschedules, forms, reports statements and other documents (including exhibits exhibits, financial statements and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits schedules thereto and all other information incorporated therein and those registration statements, forms, reports amendments and other documents that supplements thereto) required to be filed by the Company may file with (or furnish after furnished by the date hereof until Company to) the Closing) are referred to herein as SEC since January 1, 2019 (collectively, the “Company SEC Reports.” The Company Documents”) under the Exchange Act or the Securities Act have been timely filed or furnished (as applicable) with the SEC. As of the time it was filed with (or furnished to) the SEC Reports (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) were or will be filed or furnished on a timely basis, (ii) at each of the time filed or furnished, complied, or will comply when filed or furnished, as to form Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, and applicable to such ); (ii) none of the Company SEC Reports and (iii) except Documents filed pursuant to the extent that information Exchange Act contained in a Company SEC Report has been revised, amended, modified or superseded by a later when filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading and (iii) none of the Company SEC Documents that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date of such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in any material respectorder to make the statements therein not misleading. As of the date of this Agreement, there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) Each All of the consolidated financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) have been derived from the accounting books and records of the Acquired Companies, (ii) complied or will comply as to form in all material respects with the applicable accounting requirements and the with published rules and regulations of the SEC with respect applicable thereto, ; (iiiii) were or will be 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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), ; and (iiiiv) fairly presented or will fairly present present, in all material respects respects, the consolidated financial position position, stockholders’ equity, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates indicated and the consolidated results of its operations and cash flows thereof or for the periods indicated, all in accordance with GAAP, covered thereby (except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments (adjustments, none of which are reasonably expected to which, individually or in the aggregate, will be material). No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains an effective system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (and made available to Parent a summary of the significant aspects of such disclosure, if any) (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Except as set forth on Section 3.6(c) of the Company Disclosure Schedule, since January 1, 2019, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company maintains effective disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company is in compliance in all material respects with the applicable provisions on the Sxxxxxxx-Xxxxx Act and all applicable listing requirements and governance rules and regulations of the New York Stock Exchange (“NYSE”). (f) None of the Acquired Companies has effected, entered into, is a party to, or created, or has any commitment to effect, enter to, become a party to or create, any joint venture, securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) or Contract, in each case, where the result, purpose or intended effect of such transaction, Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in its financial statements or other Company SEC Documents. (g) Prior to the date of this Agreement, the Company has made available to Parent complete and correct copies of all comment letters from the SEC that are not available to be viewed on EXXXX since January 1, 2019 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Company SEC Documents and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (h) Since the enactment of the Sxxxxxxx-Xxxxx Act, none of the Acquired Companies has made or permitted to remain outstanding, and does not currently have, any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Each required form, report and document containing financial statements that has been filed with or submitted to of the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer of the Company and the principal financial officer pursuant to 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 Sxxxxxxx-Xxxxx Act andwith respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (i) As of the date of this Agreement, to the Knowledge of the Company, there are no SEC proceedings pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since January 1, 2019 through the date of this Agreement, there have been no internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the time direction of filing the chief executive officer, chief financial officer, chief accounting officer or submission general counsel of each such certificationthe Company or any of its Subsidiaries or the Company Board, any such certification complied in all material respects board of directors of any of its Subsidiaries or any committee of the Company Board or any board of directors of any of its Subsidiaries. (j) Since January 1, 2019, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the applicable provisions Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act. (dk) The Company maintains disclosure controls and procedures required by Rule 13a-15 No (i) current or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning former officer or director of the Company that could have a material effect on the financial statements is made known on a timely basis or (ii) to the individuals responsible for the preparation Knowledge of the Company’s filings , (A) beneficial owner of five percent (5%) or more of any voting Securities of the Company (B) “affiliate” or “associate” of any such Person, has any interest in any Contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of the Acquired Companies, which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act and that has not been so disclosed in the Company SEC Documents. (l) None of the Acquired Companies has any Liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be reflected on a consolidated balance sheet of the Company (or the notes thereto) prepared in accordance with GAAP, except for: (i) Liabilities as and to the extent reflected or reserved against in the Most Recent Balance Sheet; (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet; (iii) Liabilities that have not have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (iv) Liabilities and obligations incurred in connection with the SEC and other public disclosure documentsTransactions.

SEC Filings; Financial Statements. (a) The Company SSMP has filed or furnished, as applicable, on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC under the Exchange Act or the Securities Act since January 1, 2021. All such registration 2017 (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basissince January 1, (ii) 2017 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “SSMP SEC Reports”). Each of the SSMP SEC Reports, at the time filed of its filing or furnished, complied, or will comply when filed or furnished, as to form being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the SSMP SEC Reports, or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the DxxxSxxxxxxx-Xxxxx Act Act, and any rules and regulations promulgated thereunder applicable to the SSMP SEC Reports. As of 2010their respective dates (or, if amended prior to the date hereof, as amendedof the date of such amendment), as the case may be, and applicable to such Company SSMP SEC Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading misleading, and any SSMP SEC Reports filed with or furnished to the SEC subsequent to the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in any material respectlight of the circumstances in which they were made, not misleading. (b) As of the date of this Agreement, SSMP has timely responded to all comment letters of the staff of the SEC relating to the SSMP SEC Reports, and the SEC has not advised SSMP that any final responses are inadequate, insufficient or otherwise non-responsive. SSMP has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and SSMP and any of its Subsidiaries, on the other hand, occurring since January 1, 2020 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Knowledge of SSMP, as of the date of this Agreement, none of the SSMP SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (c) Each of the consolidated financial statements (including, in each case, any related notes and schedulesor schedules thereto) contained included in or to be contained (including incorporated by incorporation by reference) in reference into the Company SSMP SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of SSMP and the published rules and regulations its consolidated Subsidiaries as of the SEC with respect theretoits date, (ii) were 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 statementsthe SSMP SEC Reports filed after the date hereof, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present present, in all material respects respects, the consolidated financial position of the Company SSMP and its consolidated Subsidiaries as of the dates indicated its date and each of the consolidated results statements of its operations income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the SSMP SEC Reports (including any related notes and schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods indicatedset forth therein (except as indicated in the notes thereto, all and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not, individually or in the aggregate, be material in amount or effect), in each case in accordance with GAAPGAAP consistently applied during the periods involved, except that as may be noted therein, or in the case of SSMP SEC Reports filed after the date hereof, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited interim financial statements were or are statements, as may be permitted by the rules of the SEC, and subject to normal and recurring year-end audit adjustments (none of which are reasonably expected to that will not, individually or in the aggregate, be materialmaterial in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (cd) The Company Except as may otherwise be qualified by the SEC Reports, SSMP has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and, to the Knowledge of SSMP, such system is effective in providing such assurance. SSMP maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by SSMP in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and, to the Knowledge of SSMP, such disclosure controls and procedures are effective. SSMP has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to SSMP’s auditors and the Audit Committee of the Board of Directors of SSMP (and made summaries of such disclosures available to the Company) (i) (A) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect SSMP’s ability to record, process, summarize and report financial information and (B) any material weakness in internal control over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SSMP’s internal controls over financial reporting. Each of SSMP and Merger Sub have materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. SSMP is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable effective provisions of the Sxxxxxxx-Xxxxx Act. (de) The Company maintains disclosure controls Each principal executive officer of SSMP and procedures the principal financial officer of SSMP (or each former principal executive officer of SSMP and each former principal financial officer of SSMP, as applicable) has made all certifications required by Rule 13a-15 13a-14 or 15d-15 15d-14 under the Exchange Act or Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the SSMP SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are designed None of SSMP or Merger Sub has outstanding, or has arranged any outstanding, “extensions of credit” to provide reasonable assurance that all information concerning directors or executive officers in violation of Section 402 of the Company that could have a material effect on the financial statements is made known on a timely basis Sxxxxxxx-Xxxxx Act. (f) Neither SSMP, Merger Sub, nor, to the individuals responsible for the preparation Knowledge of the Company’s filings with the SEC and other public disclosure documentsSSMP, any director, officer, employee, or internal or external auditor of SSMP or Merger Sub has received or otherwise had or obtained actual Knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that SSMP or Merger Sub has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. (a) The Since January 1, 2014, the Company has filed or furnishedon a timely basis all reports, as applicable, all registration statementsschedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports statements and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that therein) required to be filed with or furnished to the SEC by the Company may file (such documents, together with any documents filed with or furnish furnished to the SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company SEC Reports.” The Documents”). As of their respective dates, the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basissubsequent to the date of this Agreement, (ii) at the time filed or furnishedwill comply, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (iii) except Documents. Except to the extent that information contained in a any Company SEC Report Document has been revised, amended, modified or superseded by a later filed or furnished Company SEC ReportDocument (prior to the date of this Agreement), did not or will not at none of the time they were or are Company SEC Documents when filed or furnished contain contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not contain, any untrue statement of a material fact or omit to state omission of a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in misleading. The Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. To the extent not available on the SEC website, the Company has delivered to Parent complete and correct copies of the Company SEC Documents. No other Acquired Company is required to file any material respectforms, reports, statements, schedules or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be prepared in accordance with GAAP accounting principles generally accepted in the United States (“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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (none iii) fairly present, in all material respects, the consolidated financial position of which the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are reasonably expected required by GAAP to be material)included in the consolidated financial statements of the Company. The books and records of the Acquired Companies have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered. (c) The Company has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) 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 ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Since January 1, 2014, neither the Company nor the Company’s independent auditors has identified or become aware of (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) Except as set forth on Part 3.6(e) of the Company Disclosure Schedule, the Company is in compliance in all material respects with the all current listing and corporate governance requirements of NASDAQ applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (df) The Company maintains disclosure controls None of the Acquired Companies is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and procedures required by Rule 13a-15 any unconsolidated Affiliate, including any structured finance, special purpose or 15d-15 limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act. Such )) where the result, purpose or intended effect of such Contract is to avoid disclosure controls of any material transaction involving, or material liabilities of, any Acquired Company in any Acquired Company’s published financial statements or other Company SEC Documents. (g) Other than as publicly available in the Electronic Data Gathering, Analysis and procedures are designed Retrieval database of the SEC, there have been no written inquiries, interrogatories or comments with respect to provide reasonable assurance that all information concerning any of the Company SEC Documents from the SEC received by the Company since January 1, 2014, the Company has not been made aware of any such inquiries, interrogatories or comments that could have a material effect on were oral. As of the financial statements is made known on a timely basis date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the individuals responsible for Company SEC Documents. To the preparation knowledge of the Company’s filings with , none of the Company SEC Documents is the subject of ongoing SEC review and there are no Legal Proceedings by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Companies. (h) Except as permitted by the Exchange Act, including Sections 13(k)(2) and other public disclosure documents(3), since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Companies has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Companies. (i) Since January 1, 2014, (i) none of the Acquired Companies or, to the knowledge of the Company, any Company Associate, auditor, accountant or representative of the Acquired Companies 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 the Acquired Companies or their respective internal accounting controls relating to periods after January 1, 2010, including any material complaint, allegation, assertion or claim that any Acquired Company has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) to the knowledge of the Company, no attorney representing any Acquired Company, whether or not employed by any Acquired Company, has reported evidence of a material violation of securities Legal Requirements relating to periods after January 1, 2010 by the Company or any Company Associate or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

SEC Filings; Financial Statements. (a) The Since October 1, 2015, the Company has filed or furnished, as applicable, on a timely basis all registration statementsreports, schedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration proxy statements, forms, reports registration statements and other documents (including exhibits and all other information incorporated therein and those registration statementstherein) required to be filed or furnished, formsas applicable, reports and other documents that with the SEC by the Company may file or furnish after the date hereof until the Closing) are referred to herein as (such documents, the “Company SEC Reports.” The Documents”). None of the Company’s Subsidiaries is required to file or furnish any reports with the SEC pursuant to the Exchange Act. As of their respective SEC filing dates (and in the case of any registration statements, as of the effective dates thereof), the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basisor to become effective subsequent to the date of this Agreement, (ii) at the time filed or furnished, complied, or will comply when filed or furnishedcomply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the DxxxXxxxxxxx-Xxxxx Act of 20102002, as amendedamended (together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as the case may be. As of their respective dates (or, and applicable if amended prior to the date of this Agreement, as of the date of such amendment), none of the Company SEC Reports and (iii) except Documents 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 extent that information contained statements therein, in a Company SEC Report has been revisedlight of the circumstances under which they were made, amendednot misleading, modified or superseded by a later in each case giving effect to any amendments thereto filed or furnished prior to the date hereof, and any Company SEC Report, did not or will not at the time they were or are document filed or furnished with the SEC subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. No executive officer of the Company has failed in any material respectrespect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. Subject to any comments that the SEC staff may make subsequent to the date hereof with respect to the Offer Documents or the Schedule 14D-9 and subject to any review or investigation that the SEC may initiate subsequent to the date hereof with respect to the Offer Documents or the Schedule 14D-9, (i) there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents and (ii) to the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any related notes and schedulesschedules thereto) contained or to be contained (including by incorporation by reference) included in the Company SEC Reports (the “Financial Statements”) at the time filed Documents (i) complied at the time they were filed, or in the case of any such financial statements filed after the date of this Agreement, will comply comply, as to form form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared, or in the case of any such financial statements filed after the date of this Agreement, will be prepared prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved (except as may be indicated therein or in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) in the case of such audited consolidated financial statements, fairly presented present (except as may be indicated in the notes thereto), or in the case of any such financial statements filed after the date of this Agreement, will fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates indicated thereof and the their consolidated results of its operations and cash flows for the periods indicatedpresented therein, in conformity with GAAP, (iv) in the case of such unaudited consolidated interim financial statements, fairly present (except as may be indicated in the notes thereto), or in the case of any such financial statements filed after the date of this Agreement, will fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal year-end adjustments) and (v) were prepared, or in the case of any such financial statements filed after the date of this Agreement, will be prepared, in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal books and recurring year-end adjustments (none records of which are reasonably expected to be material)the Company and its Subsidiaries. (c) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s system of internal control over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) that any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be detected or prevented in a timely manner. Since October 1, 2015, the Company has not identified (x) any material weakness (as defined in Rule 12b-2 of the Exchange Act in the design or operation of internal controls which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (y) any significant deficiency (as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated or (z) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) The Company maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act) designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company (including information regarding the Company’s Subsidiaries) in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. Since October 1, 2015, the Company has not received any material complaint, allegation, assertion or claim regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (e) None of the Acquired Entities is a party to or has any obligation or other commitment to become a party to any securitization transaction, joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Entities, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Entity in any Acquired Entity’s published financial statements or other Company SEC Documents. The Company is in compliance in all material respects with the applicable provisions listing and corporate governance rules and regulations of NASDAQ. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied Company prohibited by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Except as disclosed in the Company has filed SEC Documents (as defined herein) or furnishedon Schedule to Section 2.3(a) of the Company Disclosure Schedule, as applicableof the time it was filed with or furnished to the SEC: (i) each registration statement, all registration statementsproxy statement, formsreport, reports schedule, form, certification and other documents (including exhibits and other information incorporated therein) required to be document filed by the Company with, or furnished by the Company with or to, the SEC since January October 1, 2021. All such registration statements2004, formsincluding all amendments thereto (collectively, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Documents”), complied as to form, and all documents filed by the Company SEC Reports (i) were or will be filed with, or furnished on a timely basisby the Company with or to, the SEC between the date of this Agreement and the date of Closing (iithe “Interim SEC Documents”) at the time filed or furnished, complied, or will comply when filed or furnished, as to form form, in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, (as the case may be, ); and applicable to such (ii) none of the Company SEC Reports and (iii) except to Documents contained or, in the extent that information contained in a Company case of the Interim SEC Report has been revisedDocuments, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omitted or, in the case of the Interim SEC Documents, will omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were are made, not misleading misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Interim SEC Documents that are amended or superseded prior to the Closing Date, by the filing or furnishing of the applicable amending or superseding Interim SEC Document. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub for inclusion in any material respectInterim SEC Document. All statements, reports, schedules, forms, certifications and other documents required to have been filed by the Company with or to the SEC since October 1, 2004 have been so filed. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be 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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates indicated thereof and the consolidated results of its operations and cash flows of the Company and its Subsidiaries for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material)covered thereby. (c) The Except for those liabilities that are reflected or reserved on the Company is Unaudited Balance Sheet (as defined in compliance Section 2.5 of this Agreement) (including any notes thereto) and for liabilities incurred in all material respects the ordinary course of business consistent with past practice since March 31, 2007, neither the applicable provisions Company nor any of the Sxxxxxxx-Xxxxx Act. Each required formits Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, report accrued or contingent and document containing financial statements whether due or to become due) that has been filed with had or submitted is reasonably likely to have, either individually or in the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act andaggregate, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Acta Company Material Adverse Effect. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnishedall forms, as applicablereports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company since January 1, 2002 with the SEC (collectively, the "Company SEC Reports"). The Company SEC Reports, including all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until and prior to the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports Acquisition Merger Effective Time, (i) were or and, in the case of Company SEC Reports filed after the date hereof, will be filed or furnished on a timely basisbe, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form prepared in all material respects in accordance with the applicable requirements of the Securities Act, Act (as defined below) and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports the rules and regulations thereunder, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or if amended or superseded by a filing 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 or furnished filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading in misleading. None of the Subsidiaries of the Company is required to file any material respectforms, reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) ), contained or to be contained (including by incorporation by reference) in the Company SEC Reports, including any Company SEC Reports (filed between the “Financial Statements”) at date of this Agreement and the time filed (i) Closing, complied or will comply comply, as to form of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates indicated thereof and the consolidated results of its the operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicated, all in accordance with GAAP, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which have not been made and are reasonably not expected to be materialmaterial in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of the Company contained in the Company SEC Report on Form 10-Q for the quarter ended September 30, 2004 is referred to herein as the "Company Balance Sheet"). (c) The chief executive officer and chief financial officer of the Company have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and any related rxxxx xxx xxxxxations promulgated xx xxx XXX, and the statements contained in any such certifications are complete and correct, and the Company is otherwise in compliance in with all material respects with the applicable effective provisions of the SxxxxxxxSarbanes-Xxxxx Act. Each required form, report Oxley Act and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions listing standards and corporatx xxxxxxxxxx rules of the Sxxxxxxx-Xxxxx ActNASDAQ. (d) The Company maintains disclosure controls Each of the consolidated financial statements (including, in each case, any related notes and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning schedules) contained in the Company that could have a material effect on SEC Reports accurately reflects the financial statements is made known on a timely basis revenues and costs relating to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documentsCompany Material Contracts.

SEC Filings; Financial Statements. (ai) The Company It has filed or furnished, as applicable, and made available to each of West and Merger Sub all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) SEC Reports required to be filed or furnished by the Company it with the SEC since January 1December 31, 20212000 (collectively, its “SEC Reports”). All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after With respect to SEC Reports filed prior to the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company of this Agreement, such SEC Reports (i) were or will be filed or furnished on a timely basis, (iiA) at the time filed or furnishedfiled, complied, or will comply when filed or furnished, as to form complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may beLaws, and applicable to such Company SEC Reports and (iiiB) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are if amended or superseded by another SEC Report filed or furnished 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 Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading in any material respect. (b) Each misleading. With respect to SEC Reports filed after the date of the consolidated financial statements (includingthis Agreement, in each case, any related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company such SEC Reports (the “Financial Statements”A) will at the time filed comply in all material respects with the applicable requirements of the Securities Laws, and (iB) will not, at the time they were filed (or if amended or superseded by another SEC Report filed after 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 SEC Reports or necessary in order to make the statements in such SEC Reports, in light of the circumstances under which they were made, not misleading. (ii) Each of its Financial Statements (including the notes and schedules thereto) contained in its SEC Reports (including any SEC Reports filed after the date of this Agreement) complied (or will comply comply) as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Securities Laws with respect thereto, (ii) were 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 by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented (or will fairly present in all material respects present) the consolidated financial position of the Company it and its Subsidiaries subsidiaries as of at the respective dates indicated and the consolidated results of its operations and its cash flows for the periods indicated, all in each case in accordance with GAAPGAAP consistently applied during the periods indicated, except that the unaudited interim financial statements were or are in each case as may be noted therein, and subject to normal and recurring year-end audit adjustments (none and as permitted by Form 10-Q in the case of which are reasonably expected to be material)unaudited Financial Statements. (ciii) The Company Raindance has made available to West a complete and correct copy of any material amendments or modifications that are required to be, but have not yet been as of the date of this Agreement, filed with the SEC to (i) agreements that previously have been filed by Raindance and (ii) the SEC Reports. Raindance has responded to all comment letters of the SEC Staff received as of the date hereof relating to the SEC Reports, and prior to the date hereof the SEC Staff has not advised Raindance that any final responses are inadequate, insufficient or otherwise non-responsive. Raindance has made available to West correct and complete copies of all correspondence between the SEC and Raindance (or any Raindance Subsidiary) between December 31, 2002 and the date of this Agreement and will, promptly following the receipt thereof, provide to West any such correspondence sent or received after the date hereof. To the Knowledge of Raindance, no SEC Report filed before the date hereof is, as of the date hereof, the subject of ongoing SEC review or outstanding SEC comment. (iv) Raindance has been and is in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of Nasdaq and (ii) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and related rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to ”) since the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to enactment of the Sxxxxxxx-Xxxxx Act andAct. Raindance maintains internal accounting controls that comply with Section 13(b)(2)(B) of the 1934 Act. Raindance maintains disclosure controls and procedures that comply with Rule 13a-15(e) of the 1934 Act. (v) Based on its most recent evaluation of its internal controls processes prior to the date of this Agreement, at (A) Raindance has not identified any significant deficiencies or material weaknesses (each as defined in the time Public Company Accounting Oversight Board’s Auditing Standard No. 2) in the design or operation of filing its internal control over financial reporting which are reasonably likely to adversely affect Raindance’s ability to record, process, summarize and report financial information, and (B) with respect to Raindance, there has been no fraud, whether or submission of each such certificationnot material, that involves management or other employees who have a significant role in its internal control over financial reporting. Raindance has not received prior to the date hereof any such certification complied in all material respects with complaint, allegation, assertion or claim regarding its internal accounting controls or auditing matters that have been reported pursuant to the applicable provisions “whistleblower” policy adopted by Raindance’s Audit Committee. Raindance has no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act. (dvi) The Company maintains disclosure controls and procedures required There are no outstanding loans made by Rule 13a-15 Raindance or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation any of its Subsidiaries in violation of the Company’s filings with the SEC and other public disclosure documentsSxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. (a) The Since January 1, 2014, the Company has filed or furnishedon a timely basis all reports, as applicable, all registration statementsschedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports statements and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that therein) required to be filed with or furnished to the SEC by the Company may file (such documents, together with any documents filed with or furnish furnished to the SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company SEC Reports.” The Documents”). As of their respective dates, the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basissubsequent to the date of this Agreement, (ii) at the time filed or furnishedwill comply, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (iii) except Documents. Except to the extent that information contained in a any Company SEC Report Document has been revised, amended, modified or superseded by a later filed or furnished Company SEC ReportDocument (prior to the date of this Agreement), did not or will not at none of the time they were or are Company SEC Documents when filed or furnished contain contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not contain, any untrue statement of a material fact or omit to state omission of a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading in misleading. The Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. To the extent not available on the SEC website, the Company has delivered to Parent complete and correct copies of the Company SEC Documents. No other Acquired Company is required to file any material respectforms, reports, statements, schedules or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedulesnotes) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be prepared in accordance with GAAP accounting principles generally accepted in the United States (“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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (none iii) fairly present, in all material respects, the consolidated financial position of which the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are reasonably expected required by GAAP to be material)included in the consolidated financial statements of the Company. The books and records of the Acquired Companies have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered. (c) The Company has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) 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 ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Since January 1, 2014, neither the Company nor the Company’s independent auditors has identified or become aware of (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) Except as set forth on Part 3.6(e) of the Company Disclosure Schedule, the Company is in compliance in all material respects with the all current listing and corporate governance requirements of NASDAQ applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (df) The Company maintains disclosure controls None of the Acquired Companies is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and procedures required by Rule 13a-15 any unconsolidated Affiliate, including any structured finance, special purpose or 15d-15 limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act. Such )) where the result, purpose or intended effect of such Contract is to avoid disclosure controls of any material transaction involving, or material liabilities of, any Acquired Company in any Acquired Company’s published financial statements or other Company SEC Documents. (g) Other than as publicly available in the Electronic Data Gathering, Analysis and procedures are designed Retrieval database of the SEC, there have been no written inquiries, interrogatories or comments with respect to provide reasonable assurance that all information concerning any of the Company SEC Documents from the SEC received by the Company since January 1, 2014, and the Company has not been made aware of any such inquiries, interrogatories or comments that could have a material effect on were oral. As of the financial statements is made known on a timely basis date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the individuals responsible for Company SEC Documents. To the preparation knowledge of the Company’s filings with , none of the Company SEC Documents is the subject of ongoing SEC review and there are no Legal Proceedings by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Companies. (h) Except as permitted by the Exchange Act, including Sections 13(k)(2) and other public disclosure documents(3), since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Companies has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Companies. (i) Since January 1, 2014, (i) none of the Acquired Companies or, to the knowledge of the Company, any Company Associate, auditor, accountant or representative of the Acquired Companies 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 the Acquired Companies or their respective internal accounting controls relating to periods after January 1, 2010, including any material complaint, allegation, assertion or claim that any Acquired Company has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) to the knowledge of the Company, no attorney representing any Acquired Company, whether or not employed by any Acquired Company, has reported evidence of a material violation of securities Legal Requirements relating to periods after January 1, 2010 by the Company or any Company Associate or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

SEC Filings; Financial Statements. (a) The Company has filed and made available to Parent or furnished, as applicable, its legal counsel all registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC (collectively, the "Company SEC Reports") since January 1, 20211995. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnishedfiled, complied, or will comply when filed or furnished, as to form complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were filed (or are filed if amended or furnished 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 Company SEC Reports or necessary in order to make the statements in such the Company SEC Reports, in the light of the circumstances under which they were made, not misleading in misleading. None of the Company's Subsidiaries is required to file any material respectforms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesnotes) contained or to be contained (including by incorporation by reference) in the Company SEC Reports, including any Company SEC Reports filed from the date of this Agreement until the Closing (collectively, the “"Company Financial Statements”) at the time filed (i) "), complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were 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 by the SEC on Form 10-Q under or 8-K promulgated by the Exchange ActSEC), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of at the respective dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which were not or are reasonably not expected to be material). (c) material in amount. The Company is in compliance in all material respects with the applicable provisions unaudited consolidated balance sheet of the Sxxxxxxx-Xxxxx Act. Each required formCompany as of September 30, report and document containing financial statements that has been filed with or submitted 1997 is referred to herein as the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act"Company Balance Sheet. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents."

SEC Filings; Financial Statements. (a) The Since January 1, 2015, the Company has filed or furnishedon a timely basis all reports, as applicable, all registration statementsschedules, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports statements and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that therein) required to be filed with or furnished to the SEC by the Company may file (such documents, together with any documents filed with or furnish furnished to the SEC after the date hereof until the Closing) are referred to herein as of this Agreement, the “Company SEC Reports.” The Documents”). As of their respective dates, the Company SEC Reports (i) were Documents complied, or will be if filed or furnished on a timely basissubsequent to the date of this Agreement, (ii) at the time filed or furnishedwill comply, complied, or will comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (iii) except Documents. Except to the extent that information contained in a any Company SEC Report Document has been revised, amended, modified or superseded by a later filed or furnished Company SEC ReportDocument (prior to the date of this Agreement), did not or will not at none of the time they were or are Company SEC Documents when filed or furnished contain contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not contain, any untrue statement of a material fact or omit to state omission of a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading. Notwithstanding the foregoing, no representation is made by the Company with respect to any information supplied in writing by Parent, Purchaser or any of their Affiliates for inclusion or incorporation by reference in any material respectCompany SEC Document. The Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to such time. To the extent not available on the SEC website, the Company has delivered or made available to Parent true and complete copies of the Company SEC Documents. No other Acquired Company is required to file any forms, reports, statements, schedules or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedules) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) complied complied, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be prepared in accordance with GAAP accounting principles generally accepted in the United States (“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 by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (none iii) fairly present, in all material respects, the consolidated financial position of which the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are reasonably expected required by GAAP to be material)included in the consolidated financial statements of the Company. The books and records of the Acquired Companies have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered. (c) The Company has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Since January 1, 2015, neither the Company nor, to the knowledge of the Company, the Company’s independent auditors, has identified or become aware of (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” will have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ applicable to the applicable provisions Company. (f) None of the SxxxxxxxAcquired Companies is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-Xxxxx balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act. Each required form)) where, report and document containing to the knowledge of the Company, the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Company in any Acquired Company’s published financial statements or other Company SEC Documents. (g) Other than as publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC, there have been no written inquiries, interrogatories or comments with respect to any of the Company SEC Documents from the SEC received by the Company since January 1, 2015, and the Company has not been made aware of any such inquiries, interrogatories or comments that has been filed were oral. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with or submitted respect to the Company SEC was accompanied by any certifications required to be filed or submitted Documents. To the knowledge of the Company, as of the date of this Agreement, there are no Legal Proceedings by the Company’s principal executive officer SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Companies. (h) Except as permitted by the Exchange Act, including Sections 13(k)(2) and principal financial officer pursuant to (3), since the Sxxxxxxxenactment of the Xxxxxxxx-Xxxxx Act andof 2002, at neither the time Company nor any of filing or submission its Affiliates acting on behalf of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx ActAcquired Companies has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Companies. (di) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under Since January 1, 2015, (i) none of the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis Acquired Companies or, to the individuals responsible for the preparation knowledge of the Company’s filings with , any Company Associate, auditor, accountant or representative of the SEC Acquired Companies, has received notice of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls relating to periods after January 1, 2011, including any material complaint, allegation, assertion or claim that any Acquired Company has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which would not have a Material Adverse Effect), and other public disclosure documents(ii) to the knowledge of the Company, no attorney representing any Acquired Company, whether or not employed by any Acquired Company, has reported evidence of a material violation of securities Legal Requirements relating to periods after January 1, 2011 by the Company or any Company Associate or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company (except for any of the foregoing after the date of this Agreement which would not have a Material Adverse Effect).

SEC Filings; Financial Statements. (a) The Company has filed or furnishedall forms, as applicable, all registration statements, formsschedules, reports and other documents (including exhibits and other information items incorporated thereinby reference) required to be filed or furnished by the Company with the SEC since January 1the effective date of the registration statement for the Company’s initial public offering and all such forms, 2021statements, schedules, reports and documents in the form filed with the SEC have been Made Available to Parent. All such registration required forms, statements, formsschedules, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after subsequent to the date hereof until the Closingof this Agreement) are referred to herein as the “Company SEC Reports.” The As of their respective dates, the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportstherein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected (A) in the case of Company SEC Reports filed prior to the date of this Agreement that were amended or superseded prior to the date of this Agreement, by the filing of such amending or superseding Company SEC Report and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing of such amending or superseding Company SEC Report. None of the Company Subsidiaries is required to file any material respectforms, reports or other documents with the SEC. (b) Each As of their respective dates, each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Company Financial Statements”) at the time filed ), (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be was 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 thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries as of at the respective dates indicated thereof and the consolidated results of its Company’s and the Company Subsidiaries’ operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments in accordance with GAAP and any other exceptions noted therein. The balance sheet of the Company as of September 30, 2005 (none the “Company Balance Sheet Date”) contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Company Subsidiary has any liabilities (absolute, accrued, contingent or otherwise) required under GAAP to be set forth on a balance sheet that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole, except for (A) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice which are reasonably expected of the type that typically recur and which do not result from any breach of contract, tort or violation of any Law, (B) those specifically set forth or specifically and adequately reserved against in the Company Balance Sheet, and (C) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement. Except as reflected in the Company Financial Statements, neither the Company nor any Company Subsidiary is a party to be materialany material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K). The Company has not had any disagreement with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Company Subsidiary have been maintained, and are being maintained, in all material respects in accordance with applicable legal and accounting requirements, and the Company Financial Statements are consistent in all material respects with such books and records. (c) No investigation by the SEC with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened. (d) The Company is has established and maintains “disclosure controls and procedures” (as defined in compliance in all Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material respects with the applicable provisions of the Sxxxxxxxinformation (both financial and non-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted financial) relating to the SEC was accompanied by any certifications Company and the Company Subsidiaries required to be filed disclosed by the Company in the reports that it files or submitted by submits under the Exchange Act is communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer pursuant to and the Sxxxxxxxprincipal financial officer of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act andof 2002 (“SOXA”) with respect to such reports. For purposes of this Agreement, at “principal executive officer” and “principal financial officer” shall have the time of filing or submission of each meanings given to such certification, any such certification complied terms in all material respects with the applicable provisions SOXA. Each of the Sxxxxxxx-Xxxxx Actprincipal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOXA and the rules and regulations promulgated thereunder with respect to the Company SEC Reports. (de) The Company maintains disclosure a system of internal accounting controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has Made Available to Parent accurate and complete copies of all information concerning material policies, manuals and other documents promulgating such internal accounting controls. Except as set forth in Section 4.7(e) of the Company that could have a material effect on the financial statements is made known on a timely basis Disclosure Schedule, to the individuals responsible for Company’s knowledge, there are no “material weaknesses” (as defined by the preparation Public Company Accounting Oversight Board) and there are no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that are reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s filings internal controls and procedures, and to the Company’s knowledge, as of the date of this Agreement there are no significant deficiencies, in the design or operation of the Company’s internal controls and procedures. To the Company’s knowledge, since the date of its initial public offering, there has been no fraud that involves management or other employees who have a significant role in the Company’s internal controls and procedures. (f) To the Company’s knowledge, PricewaterhouseCoopers LLP, which has expressed its opinion with respect to the financial statements of the Company and the Company Subsidiaries as of December 31, 2003 and December 31, 2004 and for each of the years in the three-year period ended December 31, 2004 included in the Company SEC Reports (including the related notes), is “independent” with respect to the Company and the Company Subsidiaries within the meaning of Regulation S-X and has been “independent” within such meaning at all times since December 31, 2001. The Company has made such disclosure of non-audit services performed by PricewaterhouseCoopers LLP in its proxy statements with respect to its annual meetings of stockholders as is required under the rules and regulations of the SEC, and all such non-audit services have been approved in advance by the audit committee of the Company Board. The Company is in compliance with the SEC and other public disclosure documentsapplicable criteria for continued listing of the Company Common Shares on the NASDAQ National Market.

SEC Filings; Financial Statements. (a) The Since January 1, 2016, the Company has filed or furnishedfurnished on a timely basis all reports, as applicable, all registration statementsschedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (as supplemented, modified or amended since January 1the time of filing, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, Act or the Sxxxxxxx-Xxxxx Act and the DxxxXxxxxxxx-Xxxxx Act of 20102001, as amendedamended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such those Company SEC Reports and (iii) Documents, and, except to the extent that information contained in a such Company SEC Report Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed or furnished Company SEC ReportDocument, did not or will not at none of the time they were or are Company SEC Documents when filed or furnished contain pursuant to the Exchange Act contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in misleading. No Company SEC Document that is a registration statement, as amended or supplemented, as applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material respectfact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of this Agreement, there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the consolidated The financial statements (including, in each case, including any related notes and schedules) contained or to be contained (including incorporated by incorporation by reference) reference in the Company SEC Reports (the “Financial Statements”) at the time filed Documents: (i) have been derived from the accounting books and records of the Acquired Corporations; (ii) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (iiiii) were or will be prepared in accordance with GAAP United States generally accepted accounting principles (“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 may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act), ; and (iiiiv) fairly presented or will fairly present presented, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates indicated thereof and the consolidated results of its operations and cash flows of the Company for the periods indicatedcovered thereby (subject, all in accordance with GAAP, except that the case of the unaudited interim financial statements were or are subject statements, to the absence of notes and to normal and recurring year-end adjustments (none of which are reasonably expected to be that, as applicable, were not or will not be, individually or in the aggregate, material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, otherwise furnished (as applicable), all registration forms, reports, statements, forms, reports schedules and other documents (including exhibits and other information incorporated therein) required to be filed with or furnished to the SEC by the Company with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statementsany amendments thereto, formscollectively, reports and other documents that the Company may file or furnish after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The ”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or will comply when filed or furnished, as to form complied in all material respects with either the requirements of the Securities Act, Act or the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and applicable to such Company SEC Reports the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (iiiii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or incorporated by reference therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading in any material respectas of its filing date or effective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any related notes and schedulesthereto) contained in or to be contained (including incorporated by incorporation by reference) in reference into the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes to such thereto) and each fairly presents or, in the case of Company SEC Reports filed or furnished after the date hereof, will fairly present, in all material respects, the consolidated financial statements orposition, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act), in each case in accordance with GAAP, except as may be noted therein. (c) Except as and (iii) fairly presented or will fairly present to the extent set forth in all material respects the consolidated financial position statements of the Company and its Subsidiaries as of (including the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, all notes thereto) included in accordance with GAAP, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments (none of which are reasonably expected to be material). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer annual report on Form 20-F filed with the SEC on March 18, 2020, no Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2019, (B) incurred pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing this Agreement or submission of each such certification, any such certification complied in all material respects connection with the applicable provisions of Transactions, or (C) which do not, or would not reasonably be expected to have, individually or in the Sxxxxxxx-Xxxxx Actaggregate, a Company Material Adverse Effect. (d) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (e) The Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company has established and maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed Act to provide reasonable assurance ensure that all material information concerning the Company that could have a material effect on and its Subsidiaries required to be included in reports filed under the financial statements Exchange Act is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings with the SEC and other public disclosure documents, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since January 1, 2017, there has been, no fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, 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. (f) The Group Companies maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP and include those policies and procedures that are designed to (i) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations, (ii) provide for maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a Group Company’s assets, (iii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP and to maintain asset accountability, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a Group Company’s assets that would have a material effect on the consolidated financial statements, and (v) provide reasonable assurance that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, with the SEC on a timely basis all registration forms, statements, formscertifications, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC pursuant to the Exchange Act or the Securities Act since January 1March 25, 2021. All such registration 2003 (the "Applicable Date") (the forms, statements, forms, reports and other documents (including exhibits and all other information incorporated therein filed or furnished since the Applicable Date and those registration statementsfiled or furnished subsequent to the date of this Agreement, formsincluding any amendments thereto, reports and other documents that the "Company Reports"). No Subsidiary of the Company may is required to file or furnish after any forms, statements, certifications, reports or documents with, or make any other filing with, or furnish any other material to, the date hereof until SEC. Each of the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time of its filing or being furnished complied or, if not yet filed or furnished, complied, or will comply when filed or furnished, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the DxxxSarbanes-Xxxxx Act Oxley Act, and any rules and regulations promulgated txxxxxxxxx xxxxicable to the Company Reports. As of 2010their respective dates (or, if amended prior to the date hereof, as amendedof the date of such amendment), as the case may beCompany Reports did not, and applicable to such any Company SEC Reports and (iii) except filed with or furnished to the extent that information contained in a Company SEC Report has been revisedsubsequent to the date hereof and up to the Effective Time will not, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in the light of the circumstances under in which they were made, not misleading misleading. Except as set forth on Schedule 2.4(a) of the Disclosure Letter, as of the date of this Agreement, except to the extent that information contained in any Recent Company Report filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Company Report, none of the Recent Company Reports contains any untrue statement of a material respectfact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since March 25, 2003, and relating to the Company Reports, together with all written responses of the Company thereto. (b) Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Company Reports (including, in each case, any including the related notes and schedules) contained or to be contained (including by incorporation by reference) in the Company SEC Reports (the “Financial Statements”) at the time filed (i) complied or will comply as to form fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, (ii) were 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 statementsCompany Reports filed after the date hereof, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the dates indicated consolidated statements of operations, comprehensive (loss) income, stockholders' (deficiency) equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or in the case of Company Reports filed after the date hereof, will fairly present the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. The Company has furnished to Parent its monthly unaudited financial report for the Company and its Subsidiaries (including the balance sheet and income statement) for the month ended August 31, 2006. Such monthly unaudited financial report fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and the consolidated results of its operations and cash flows for the periods indicated, all in accordance with GAAP, except that the unaudited interim financial statements were or are period then ended (subject to notes and normal and recurring year-end audit adjustments (none of which are reasonably expected to that will not be materialmaterial in amount or effect). (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all information concerning the Company that could have a material effect on the financial statements is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.