Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. The Company has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. (a) The Company has filed all forms, SEC reports and documents (the “Company SEC Reports”) required to be filed by it with under the Securities and Exchange Commission Act or otherwise, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the “SECSEC Reports”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension Each of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Reports, (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, of its filing or being furnished (or, if amended, as of the date of such amendment) complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder applicable to the SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each To the Company’s knowledge, the Company is in compliance in all material respects with all of the applicable rules of the OTC Markets. True, correct, and complete copies of all the SEC Reports are publicly available in the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) database of the SEC. (b) The financial statements (including, in each case, including any related notes thereto) contained included in the Company SEC Reports are correct comply in all material respects, present fairly respects with applicable accounting requirements and the financial condition rules and operating results regulations of the Company SEC with respect thereto as in effect at the time of the date(s) and during the period(s) indicated therein, and filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicatedperiods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments as permitted by the applicable rules and regulations of the SEC. Except as The disclosure set forth in the most recent financial statements contained in the Company SEC Reports, regarding the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not Company’s business is current and complete and accurately reflects the Company’s operations as it exists as of the type required by GAAP date hereof. (c) To the knowledge of the Company, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to be reflected the SEC Reports. To the knowledge of the Company, none of the SEC Reports filed on or reserved on a balance sheet prepared in accordance with GAAPprior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “"SEC”). As of any date") since October 15, 1996 (collectively, including all exhibits and schedules thereto and documents incorporated therein by reference, the Company will be deemed to have timely filed a report if (a) it complies "SEC Reports"), each of which has complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may beAct, and the rules and regulations promulgated thereunder, or the Exchange Act and (ii) did notthe rules and regulations promulgated thereunder, at as applicable, each as in effect on the time they were date so filed. No SEC Report contained, when filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Newco prior to the date hereof), none of the SEC Reports filed prior to the date hereof contains any untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the audited and unaudited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company SEC Reports are correct Reports, complies as to form in all material respects, present fairly respects with all applicable accounting requirements and with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position of the Company and its Subsidiaries at the respective date thereof and the consolidated results of its operations and changes in cash flows for the periods indicated. . (c) Except as and to the extent set forth in on the most recent financial statements contained in consolidated balance sheet of the Company SEC Reportsand its Subsidiaries at December 31, 1996, including the notes thereto, neither the Company does not have nor any material liability of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of which, individually or in the type required by GAAP aggregate, would reasonably be expected to be reflected or reserved on have a balance sheet prepared in accordance with GAAPMaterial Adverse Effect.

SEC Filings; Financial Statements. The Company (a) Purchaser has made available to UTS a correct and complete copy of each report and registration statement filed by Purchaser with the SEC (the "Purchaser SEC Reports"), which are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it Purchaser with the Securities and Exchange Commission (SEC prior to the “SEC”)date of this Agreement. As of any date, their respective dates the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Purchaser SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Purchaser SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in Purchaser SEC Reports, including each Purchaser SEC Report filed after the Company SEC Reports are correct date hereof until the Closing, complied or will comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) SEC with respect thereto and during the period(s) indicated therein, and have been was or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto) and each fairly presents or will fairly present in all material respects the financial position of Purchaser at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements: (i) were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Purchaser taken as a whole, and, if such adjustments have been made, then the financial statements contained contain an affirmative statement that the financial statements have been adjusted in order to make the Company SEC Reportsfinancial statements not misleading, as required by Regulation S-B or Regulation S-K, as applicable; and (ii) contain a report of the reviewing independent accountant as required by Regulation S-B or Regulation S-K, as applicable. (c) In addition, Purchaser has furnished to UTS its consolidated audited balance sheet as of December 31, 2007, and its related audited statements of operations, changes in stockholders' equity and cash flows for the fiscal year periods then ended, and the notes thereto, and its unaudited balance sheet as of March 31, 2008 and its related unaudited statements of operations, changes in stockholders' equity and cash flows for the three month period then ended (the “Purchaser Interim Financial Statements”) (collectively, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not "Purchaser Financial Statements"). All of the type required by GAAP to be reflected or reserved on a balance sheet Purchaser Financial Statements, including the related notes, (i) were prepared in accordance with GAAPgenerally accepted accounting principles consistently applied in all material respects (subject, in the case of the Purchaser Interim Financial Statements, to recurring audit adjustments normal in nature and amount), (ii) are in accordance with the books and records of Purchaser, (iii) fairly reflect the financial position of Purchaser as of such dates and the results of operations of Purchaser for the periods ended on such dates, and do not fail to disclose any material extraordinary or out-of-period items.

SEC Filings; Financial Statements. The Company (a) B has timely filed or furnished all forms, reports and documents (the “Company SEC Reports”) required to be filed or furnished by it with or to the Securities and Exchange Commission (the “"SEC”") since December 31, 2000 (collectively, the "B SEC REPORTS"). As The B SEC Reports, as of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the financial statements of B (including, in each case, any notes thereto) contained in the Company B SEC Reports are correct in complies with all material respects, present fairly the financial condition and operating results applicable requirements of the Company as of the date(s) SEC and during the period(s) indicated therein, and have been was prepared in accordance with United States U.S. generally accepted accounting principles (“"U.S. GAAP”") applied on a consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in the most recent notes thereto) and each presented fairly, in all material respects, the financial statements contained position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the Company SEC Reportscase of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the Company does not aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any material liability nature (whether accrued, contingent absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other than liabilities not transactions of the type required by GAAP to be reflected disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or reserved on plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a balance sheet prepared in accordance with GAAPresult of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since January 30, 1995 (the “SEC”). As of any datecollectively, the Company will be deemed to have timely filed a report if (a) it complies "SEC Reports"), each of which has complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or the Securities Exchange Act of 19341933, as amended, as amended (the case may be"Securities Act"), and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the SEC Reports (iiincluding but not limited to any financial statements or schedules included or incorporated by reference therein) did notcontained, at the time they were when filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof, none of the SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the audited and unaudited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company SEC Reports are correct at the time filed complied as to form in all material respects, present fairly respects with all applicable accounting requirements and with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the period indicated. periods involved (except as specifically indicated in the notes thereto) and fairly presents the consolidated financial position of the Company and its subsidiaries at the respective date thereof and the consolidated results of its and their operations and cash flows for the periods indicated (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) Except as and to the extent set forth in on the most recent financial statements contained in consolidated balance sheet of the Company SEC Reportsand its subsidiaries at January 26, 1997, including the notes thereto, neither the Company does not have nor any material liability of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type which would be required by GAAP to be reflected or reserved on a balance sheet or in the notes thereto prepared in accordance with GAAPgenerally accepted accounting principles, except for liabilities or obligations: (i) specifically reflected in the most recent unaudited quarterly statements included in the Current SEC Reports (as defined in Section 3.8) or (ii) incurred in the ordinary course of business since January 26, 1997 which would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. The Company (a) Purden Lake has made available to Ingenious a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by Purden Lake with the SEC for the 36 months prior to the date of this Agreement (the “Purden Lake SEC Reports”), which, to Purden Lake’s knowledge, are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it Purden Lake with the Securities and Exchange Commission (SEC for the “SEC”)36 months prior to the date of this Agreement. As of any datetheir respective dates, to Purden Lake’s knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Purden Lake SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Purden Lake SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company Purden Lake SEC Reports are correct comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Purden Lake at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in the Company SEC Reports, the Company does were or are subject to normal adjustments which were not or are not expected to have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved a Material Adverse Effect on Purden Lake taken as a balance sheet prepared in accordance with GAAPwhole.

SEC Filings; Financial Statements. The (a) Company has timely filed with or furnished to the SEC all reports, forms, reports certifications, schedules, registration statements, and documents definitive proxy statements (the “Company SEC Reports”including exhibits and other information incorporated therein) required to be filed by it with the Securities and Exchange Commission SEC since January 1, 2010 (the “SECCompany SEC Documents”). As of any dateEach Company SEC Document, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of at the time for filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such report under filing and in the SEC’s rules case of registration statements and regulations or (ii) it would qualify for a “grace period” for particular items proxy statements, on the dates of Form 8-K reports under General Instruction 1.A.4 effectiveness and dates of Form S-3 under the Securities Act. The Company SEC Reports mailing, respectively), (i) were prepared complied as to form in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each No Company Subsidiary is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, to the Knowledge of Company, none of the Company SEC Documents is the subject of any ongoing SEC review. (b) The consolidated financial statements (includingof Company, in each case, any together with the related schedules and notes thereto) contained , included in the Company SEC Reports are correct Documents, as of their respective date of filing with the SEC (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) comply as to form in all material respects, respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) present fairly in all material respects the consolidated financial condition position of Company and operating results of the Company its consolidated Subsidiaries as of the date(s) and during the period(s) indicated thereindates thereof, and the statements of income, cash flows and stockholders’ equity of Company and its consolidated Subsidiaries for the periods specified, and such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the period indicated. Except periods involved, except as set forth noted therein (subject, in the most recent financial statements contained case of unaudited statements, to the absence of notes and normal year-end adjustments). (c) Except for matters reflected or reserved against in the consolidated, unaudited balance sheet of Company SEC Reportsas of Company Balance Sheet Date, the neither Company does not have nor any material liability of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent contingent, fixed or otherwise, or whether due or to become due) other than liabilities not of the type any nature that would be required by GAAP to be reflected or reserved on a consolidated balance sheet prepared of Company and its consolidated Subsidiaries (including the notes thereto), except liabilities or obligations that (i) were incurred in accordance the ordinary course of business consistent with GAAPpast practice since Company Balance Sheet Date, (ii) were incurred in connection with the transactions contemplated by this Agreement or (iii) individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company. Neither Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any relating to any transaction or relationship between or among Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its Subsidiaries, in Company’s financial statements or the Company SEC Documents.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, reports statements, and other documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act of 1933, as amended (“Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or ”), and the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may beapplicable, and none of the rules and regulations promulgated thereunderSEC Reports, and (ii) did not, at the time they were when filed, or, if amended, as of the date of such amendment, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the financial statements (including, in each case, any notes thereto) contained Company included in the Company SEC Reports are correct (“Financial Statements”) comply in all material respects, present fairly respects with applicable accounting requirements and the financial condition rules and operating results regulations of the Company Commission with respect thereto as in effect at the time of the date(s) and during the period(s) indicated therein, and filing. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except ), except as set forth may be otherwise specified in the most recent Financial Statements or the notes thereto and except that unaudited Financial Statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial statements contained position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the Company SEC Reportscase of unaudited statements, the Company does not have any material liability (whether accruedto normal, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPimmaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company has filed all (a) All reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”including exhibits and all other information incorporated therein) required to be filed by it the Company with the Securities and Exchange Commission SEC since January 1, 2015 (the “SECCompany SEC Documents”)) have been filed with the SEC on a timely basis. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents complied as to form in accordance all material respects with either the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date Company SEC Documents contained when filed (and, in the case of such amendmentregistration statements and proxy statements, contain on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports are correct Documents: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicatedperiods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that 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 financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. 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 and each Company Subsidiary have established and maintained effective disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is, and has been since January 1, 2015, in compliance in all material respects with all current listing requirements of NASDAQ and each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct. (d) From the date of the filing of the Company 10-K to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect 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 control over financial reporting. (e) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in its published financial statements or other Company SEC Documents. (f) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (g) Except as set forth permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, none of the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (h) As of the date hereof, except as reflected on the Most Recent Balance Sheet, none of the Acquired Companies has liabilities of any nature (whether accrued, absolute, contingent or otherwise) except for: (i) liabilities disclosed in the most recent financial statements (including any related notes) contained in the Company SEC Reports, Documents; (ii) liabilities incurred in the ordinary course of business since the date of the Most Recent Balance Sheet; (iii) liabilities that have not had a Company Material Adverse Effect; (iv) liabilities that are not required to be disclosed in a consolidated balance sheet of the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of in the type required by GAAP to be reflected or reserved on a balance sheet notes thereto prepared in accordance with GAAPGAAP and the rules and regulations of the SEC applicable thereto, and (v) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement. (i) Since January 1, 2015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since October 31, 1996, and Exchange Commission (has heretofore made available to Parent and Purchaser, in the “SEC”). As of any date, the Company will be deemed to have timely form filed a report if (a) it complies with the requirements SEC, (i) its Annual Reports on Form 10-K for an extension of the time for filing such report under the SEC’s rules fiscal years ended October 31, 1996, 1997 and regulations or 1998, respectively, (ii) it would qualify for a “grace period” for particular items all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 810-K Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports under General Instruction 1.A.4 of Form S-3 under and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the Securities Act"SEC REPORTS"). The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amendedamended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) to the knowledge of the Company, did not, not at the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been (i)was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the most recent financial statements contained aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company SEC ReportsMaterial Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPoperates.

SEC Filings; Financial Statements. Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of December 31, 2017 and December 31, 2018 and the related statements of operations, stockholders’ equity and cash flows for the annual periods then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the SEC Filings through EXXXX. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the financial condition of the Company as of the dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Ernst & Young LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the footnotes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended. The Company has filed all forms, reports and documents (the “Company SEC Reports”) Filings required to be filed by it with under the Securities Act and the Exchange Commission (Act since the “SEC”)Reference Date on a timely basis, or timely filed a valid extension of such time of filing and has filed such SEC Reports prior to the expiration of any such extension. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company all SEC Reports (i) were prepared filed on or after the Reference Date complied in accordance all material respects with either the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did notnone of the SEC Reports, at the time they were when filed, or, if amended, as of the date of such amendment, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2015, Parent has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, certifications, statements and other documents (the “Company SEC Reports”) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent with the rules SEC, including any publicly filed supplements, modifications or amendments, collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of the Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and regulations promulgated thereunderas of their respective SEC filing dates (in the case of all other Parent SEC Documents), and (ii) did not, at the time they were filed, oror in each case, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statement were made, not misleading. Each All of the audited consolidated financial statements (including, in each case, any notes thereto) contained and unaudited consolidated interim financial statements of Parent and its consolidated Parent Subsidiaries included in the Company Parent SEC Reports are correct in all material respectsDocuments, present fairly including the financial condition related notes and operating results of schedules (collectively, the Company as of the date(s“Parent Financial Statements”), (A) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout during the period indicated. Except periods involved (except as set forth may be expressly indicated in the most recent notes thereto or, in the case of interim financial statements, for normal and recurring year-end audit adjustments which are not expected to be material individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and the consolidated Parent Subsidiaries as of the dates and for the periods referred to therein (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end audit adjustments which are not expected to be material individually or in the aggregate) and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing. (b) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become 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 Parent, 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 is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in its published financial statements or other Parent SEC Documents. (c) Without limiting the generality of Section 4.6(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreement with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2015, none of the Parent nor, to the knowledge of the Parent, any director of officer of the Parent, has formally received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Parent or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, (iii) no executive officer of Parent 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 Parent with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and (iv) no enforcement action has been initiated or, to the knowledge of Parent, threatened against Parent by the SEC relating to disclosures contained in the Company any Parent SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPDocument.

SEC Filings; Financial Statements. The Company (a) Each of Foamix and the Foamix Subsidiary has filed all forms, reports reports, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since December 31, 2018 (the “SECFoamix SEC Reports”). As , each of any date, the Company will be deemed to have timely filed a report if (a) it complies which has complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or and the Securities applicable rules and regulations promulgated thereunder, the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and the Xxxxxxxx-Xxxxx Act of 2002 (iithe “Xxxxxxxx-Xxxxx Act”) did notand the rules and regulations promulgated thereunder, at each as in effect on the time they were date so filed, orexcept to the extent updated, if amended, as of restated or corrected by a subsequent Foamix SEC Report filed or furnished to the SEC by Foamix, and in either case, publicly available prior to the date hereof (each, a “Foamix Filed SEC Report”). None of such amendmentFoamix SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, contain and any Foamix SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each , except to the extent updated, amended, restated or corrected by a subsequent Foamix Filed SEC Report. (b) Except to the extent updated, amended, restated or corrected by a subsequent Foamix Filed SEC Report, all of the financial statements (includingincluded in Foamix SEC Reports, in each case, including any related notes thereto) contained in , as filed with the Company SEC Reports (those filed with the SEC are correct collectively referred to as the “Foamix Financial Statements”), comply as to form in all material respects, present fairly respects with applicable accounting requirements and the financial condition and operating results published rules of the Company as of the date(s) and during the period(s) indicated therein, SEC with respect thereto and have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent financial statements contained notes thereto or, in the Company case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Foamix Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Foamix Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Foamix Filed SEC Report) fairly present, in all material respects, the consolidated financial position of Foamix and the Foamix Subsidiary at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Foamix Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Foamix Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Foamix and the Foamix Subsidiary for the periods indicated, subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Foamix Material Adverse Effect. (c) Except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of Foamix and the Foamix Subsidiary as of December 31, 2018, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2018 and (iii) Liabilities that are disclosed in Foamix SEC Reports, neither Foamix nor the Company does not have Foamix Subsidiary has any material liability (whether accruedLiabilities, contingent or otherwise) other than liabilities not of the type in each case required by GAAP to be reflected or reserved on a against in the consolidated balance sheet prepared of Foamix or the Foamix Subsidiary (or disclosed in accordance with GAAPthe notes to such balance sheet). As used in this Agreement, the term “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent or matured or unmatured, including those arising under any Law and those arising under any Contract.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission ("SEC") since December 31, 1998 through the “SEC”). As date of any datethis Agreement (collectively, the "Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities ActSEC Reports"). The Company SEC Reports and all forms, reports and documents to be filed by the Company after the date hereof and prior to the Closing (i) were or will be prepared in all material respects in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did or will not, at the time they were filed, or, if amended, as of the date of such amendmenttheir respective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not and will not omit any document required to be filed as an exhibit thereto. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly and each of the financial condition statements to be included in forms, reports and operating results of documents to be filed with the Company as of SEC after the date(s) date hereof and during prior to the period(s) indicated thereinClosing, and have been was or will be prepared in accordance with United States generally accepted accounting principles as promulgated by the American Institute of Certified Public Accountants and as interpreted from time to time by the staff of the SEC (“"U.S. GAAP”) "), applied on a consistent basis throughout the period indicated. periods indicated (except as may be indicated in the notes thereto) and each presented fairly or will present fairly, the consolidated financial position, results of operations and cash flow of the Company, and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein in all material respects, except as otherwise noted therein in accordance with U.S. GAAP (subject, in the case of unaudited statements, to normal year-end adjustments which were not and are not expected to have a Material Adverse Effect). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 1999, including the notes thereto, or in the most recent financial statements contained in any of the Company SEC ReportsReports filed subsequent to December 31, 1999 or in Section 3.07(c) of the Disclosure Schedule, neither the Company does not have nor any material liability Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type that would be required by GAAP to be reflected or reserved on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 1999 that would not reasonably be expected to, individually or in the aggregate, (i) have a Material Adverse Effect or (ii) prevent or materially delay the performance of this Agreement by the Company. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendment or modification, that has not yet been filed with the SEC, to agreements, documents or other instruments that previously have been filed by the Company with the SEC pursuant to the Exchange Act.

SEC Filings; Financial Statements. The (a) Except as set forth in Schedule 2.9(a), the Company has filed all forms, reports and documents required to be filed with the SEC since January 1, 2010, all of which are available to the Purchaser on the website maintained by the SEC at xxxx://xxx.xxx.xxx (the “SEC Website”). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein collectively as the “Company SEC Reports”. 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 by it with as Exhibits to the Securities and Exchange Commission (the “SEC”)Company SEC Reports have been so filed. As of any datetheir respective filing dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Company SEC Reports, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a subsequent filing prior to the date of this Agreement, or, if amended, as of then on the date of such amendment, subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company is engaged only in the business described in the Company SEC Reports and the Company SEC Reports contain a complete and accurate description in all material respects of the Company’s and the Subsidiary’s business. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct (the “Company Financials”), including any Company SEC Reports filed after the date hereof until the Closing, (i) complied or will comply as to form in all material respects, present fairly respects with applicable accounting requirements and with the financial condition published rules and operating results regulations of the Company SEC with respect thereto as of the date(stheir respective dates, (ii) and during the period(s) indicated therein, and have been was or will be prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved and consistent with each other (except as set forth may be indicated in the most recent notes 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 in all material respects the consolidated financial position of the Company and the Subsidiary as at the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments. 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 ReportsReport for the quarter ended September 30, 2012, is hereinafter referred to as the “Company Balance Sheet.” Except as set forth on Schedule 2.9(b), neither the Company does not have nor the Subsidiary has incurred any material liability obligations or liabilities (whether absolute, accrued, contingent or otherwise) other than liabilities not of the type any nature required by GAAP to be reflected or reserved disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAPGAAP 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 Subsidiary 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 has heretofore made available to the Purchaser complete and 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 the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and other documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since January 1, 2010 (the “SECApplicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) at the time they were prepared filed, and if amended, as of the date of such amendment, complied as to form in accordance all material respects with either the applicable requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any form, report, statements, schedules or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP) and each fairly presents, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the most recent financial statements contained case of unaudited interim statements, to normal year-end audit adjustments which are not material in the Company aggregate and the exclusion of certain notes in accordance with the rules of the SEC Reports, relating to unaudited financial statements). (c) Neither the Company does not have nor any material liability Company Subsidiary has any liabilities of any nature (whether accrued, contingent absolute, fixed or otherwisecontingent), except liabilities (i) other than liabilities reflected, accrued or reserved against in the consolidated balance sheet included in its annual report filed on Form 10-K for the period ended December 31, 2012 (including the notes thereto), (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred in the ordinary course of business or (iv) that would not reasonably be expected to have a Company Material Adverse Effect. (d) As of the type date of this Agreement, there is no transaction, or series of similar transactions, agreements, arrangements or understandings, to which the Company or any Company Subsidiary was a party, that would be required to be disclosed under Item 404 of Reg S-K. (e) The Company is in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures required by GAAP Rule 13a-15 or Rule 15d-15 under the Exchange Act that are designed to ensure that all material information concerning the Company and the Company Subsidiaries required to be reflected or reserved included in reports filed under the Exchange Act is made known on a balance sheet prepared timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. 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 accordance 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. 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 likely to materially affect, the Company’s internal control over financial reporting. (f) To the knowledge of the Company, neither the Company nor any Company Subsidiary nor any director, officer, agent, employee or affiliate of the Company or any Company Subsidiary acting on behalf of the Company or any Company Subsidiary has taken any action or failed to take any action that, directly or indirectly, (i) would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder (the “FCPA”), or any other applicable anti-bribery or anti-corruption law, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption law, or (ii) would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with GAAPthe Company or any Company Subsidiary, in order to induce such person to act against the interest of his or her employer or principal in violation of applicable Law.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “"SEC”") and has made available to Parent copies of (i) its Annual Report on Form 10-K for the fiscal year ended Marcx 00, 0000, (xx) xxx other reports or registration statements filed by the Company with the SEC since Marcx 00, 0000, (xxx) xxx proxy statements relating to the Company's meetings of stockholders (whether annual or special) since March 31, 1994, and (iv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC pursuant to the requirements of the Securities Act or the Exchange Act ((i)-(iv) collectively, the "COMPANY SEC REPORTS"). As Except as disclosed in Section 2.7 of any datethe Company Disclosure Schedule, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared as to form in all material respects in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a subsequent filing, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto), and each fairly presents in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholders equity for the periods indicated, except that the unaudited interim financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent were or otherwise) other than liabilities not of the type required by GAAP are subject to be reflected or reserved on a balance sheet prepared in accordance with GAAPnormal and recurring year-end adjustments.

SEC Filings; Financial Statements. The Company (a) In the past two (2) years, Purchaser has filed with, or otherwise transmitted to, the SEC all forms, reports reports, schedules, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required by it to be filed with or otherwise transmitted to (as applicable) the SEC (such documents, the “Company SEC Reports”) required to be filed by it with ), and such SEC Reports are available on the Securities and Exchange Commission (the “SEC”)’s website through EXXXX. As of any datetheir respective dates, each of the Company will be deemed to have timely filed a report if (a) it complies SEC Reports complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of all applicable Laws, including the Securities Act or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the respective rules and regulations promulgated thereunder, and (ii) did not, at each as in effect on the time they were date so filed, or, if amended. Except to the extent amended or superseded by a subsequent filing with the SEC, as of their respective dates (and if so amended or superseded, then on the date of such amendmentsubsequent filing), contain 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 or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Purchaser relating to the SEC Reports. Purchaser has heretofore made available to the Company, through EXXXX or otherwise, true, correct and complete copies of all material written correspondence between Purchaser and the SEC. None of the SEC Reports is, to the Knowledge of Purchaser, the subject of ongoing SEC review. None of Purchaser’s Subsidiaries is required to file any reports or other documents with the SEC. (b) The financial statements (including, including in each case, any all cases the notes thereto, if any) contained of Purchaser and its Subsidiaries included in the Company SEC Reports are correct (i) in all material respects, were prepared consistent with the books and records of Purchaser and its Subsidiaries, (ii) in all material respects, present fairly the consolidated financial condition position of Purchaser and operating results of the Company its Subsidiaries as of the date(srespective dates thereof and the consolidated results of operations and cash flows of Purchaser and its Subsidiaries for the periods thereof, (iii) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the ; provided, that, any unaudited, interim period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does need not have any material liability (whether accrued, contingent include footnote disclosures and other presentation items or otherwise) other than liabilities not of the type year-end adjustments that are required by GAAP to be reflected or reserved included in year-end financial statements, and (iv) comply in all material respects with the applicable accounting requirements of the SEC, the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (c) Purchaser maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act, and such disclosure controls and procedures are designed to ensure that all material information concerning Purchaser is made known on a balance sheet prepared in accordance timely basis to the individuals responsible for the preparation of Purchaser’s filings with GAAPthe SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since January 1, 1997, and Exchange Commission has heretofore furnished to Acquiror, in the form filed with the SEC since such date, together with any amendments thereto, all of such forms, reports, statements and other documents, including without limitation, its: (i) Annual Reports on Form 10-K; (ii) Quarterly Reports on Form 10-Q; (iii) proxy statements relating to meetings of stockholders (whether annual or special); (iv) reports on Form 8-K; and (v) other reports or registration statements filed by the “SEC”Company and such Company Subsidiaries (collectively, the "Company SEC Reports"). As of any datetheir respective filing dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (iincluding all Company SEC Reports filed after the date of this Agreement and prior to the Effective Time): (x) were prepared complied (or will comply when filed) as to form in accordance all material respects with either the requirements of the Securities Exchange Act or and the Securities Exchange Act of 1934Act, as amended, as the case may be, and the rules and regulations promulgated thereunder, applicable; and (iiy) did not, not or shall not at the time they were filed, or, if amended, as of the date of such amendment, are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each No Company Subsidiary is required to file any form, report, statement or other document with the SEC other than in conjunction with the filing of the Company SEC Reports. (b) The audited consolidated financial statements and unaudited interim financial statements of the Company (including, in each case, any including the notes and schedules thereto) contained or incorporated by reference in the Company SEC Reports are correct (including all Company SEC Reports filed after the date of this Agreement and prior to the Effective Time) (the "Company Financial Statements") complied or shall comply in all material respects, respects with applicable GAAP accounting requirements and with the rules and regulations of the SEC with respect thereto. The Company Financial Statements present or shall present fairly in all material respects the consolidated financial condition and operating results position of the Company as and the Company Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of the date(s) Company and during the period(s) indicated thereinCompany Subsidiaries for the periods indicated, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. periods involved (except as may be noted therein) and subject in the case of interim financial statements to normal year-end adjustments. (c) Except as set forth in the most recent financial statements contained disclosed in the Company SEC ReportsReports filed prior to the date of this Agreement, none of the Company does not or any of the Company Subsidiaries is indebted to any director, officer, employee, agent or consultant of the Company or any of the Company Subsidiaries (except for amounts due as normal salaries and bonuses, retention bonuses or retirement payments that have been previously disclosed to Acquiror, and in reimbursement of ordinary or relocation expenses) and no such person is indebted to the Company or any material liability (whether accruedof the Company Subsidiaries, contingent or otherwise) and there have been no other than liabilities not transactions of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPdisclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act. (d) The Company has filed all exhibits to the Company SEC Reports required by Item 601 of SEC Regulation S-K and has filed all contracts required to be filed pursuant to paragraph (b)(10) of such Item 601.

SEC Filings; Financial Statements. (a) The Company has delivered to Buyer (or Buyer has otherwise obtained) a complete and accurate copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC on or after February 28, 1996 (the "Company SEC Reports"), which are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it the Company with the Securities and Exchange Commission (the “SEC”). As of any dateSEC on or after February 28, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act1996. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, at and as of the rules and regulations promulgated thereundertimes 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 (ii) did not, not at and as of the time they were filed, filed (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the sets of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly and the financial condition and operating results set of the Company Company's unaudited interim financial statements as of and for the date(speriod ended April 4, 1999 including the Company's unaudited consolidated balance sheet as of April 4, 1999 (the "April 4, 1999 Balance Sheet") and during that are attached to the period(sCompany Disclosure Schedule (collectively, the "Past Financial Statements") indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto) and fairly presents the consolidated financial position of the Company and the Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that (i) the quarterly unaudited interim financial statements contained included in the Past Financial Statements were or are subject to normal year-end audit adjustments which were not or are not expected to be material in amount and (ii) the unaudited interim financial statements as of and for the period ended April 4, 1999 included in the Past Financial Statements are subject to normal year-end audit adjustments and do not contain footnotes. (c) The Company has previously furnished to Buyer a complete and accurate copy of any amendments or modifications that have not yet been filed with the SEC Reportsto agreements, documents or other instruments that have been filed by the Company does not have any material liability (whether accrued, contingent with the SEC pursuant to the Securities Act or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPExchange Act.

SEC Filings; Financial Statements. The Company (a) TeleCorp has timely and accurately filed all forms, reports reports, schedules, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since October 13, 1999 (the “SEC”)"TeleCorp SEC Reports") pursuant to the federal securities Laws and the SEC regulations promulgated thereunder. As Each of any date, the Company will be deemed TeleCorp's Subsidiaries that are obligated to have timely filed a report if (a) it complies file with the requirements for an extension of SEC has timely and accurately filed all forms, reports, schedules, statements and documents required to be filed by it with the time for filing such report under SEC since October 13, 1999 (the SEC’s rules "TeleCorp Subsidiary SEC Reports") pursuant to the federal securities laws and the SEC regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Actpromulgated thereunder. The Company TeleCorp SEC Reports and TeleCorp Subsidiary SEC Reports were (i) were prepared in accordance accordance, and complied as of their respective filing dates in all material respects, with either the requirements of the Exchange Act and the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a filing prior to the date hereof, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the Company TeleCorp SEC Reports are correct (i) complied in all material respects, present fairly respects with applicable accounting requirements and the financial condition and operating results regulations of the Company as of the date(sSEC with respect thereto, (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, to the extent otherwise permitted by Form 10-Q) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be expressly described in the most recent notes thereto) and (iii) fairly and accurately present in all material respects the consolidated financial position of TeleCorp and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, subject in the case of interim financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPnormal year-end adjustments.

SEC Filings; Financial Statements. The Company (a) Envoy has filed all various reports, schedules, forms, reports statements and other documents (which are publicly available) with the “Company SEC Reports”) pursuant to applicable Securities Laws from January 1, 1997 to the date of this Agreement (the "Envoy SEC Documents"), and the Envoy SEC Documents constitute all of the documents required to be have been filed by it with the Securities and Exchange Commission (the “SEC”)Envoy pursuant to such Laws for such period. As of any datetheir respective dates, or if amended, as of the date of the last such amendment, the Company will be deemed to have timely filed a report if (a) it complies Envoy SEC Documents complied in all Material respects, with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities 1933 Act or the Securities Exchange Act of 1934, as amended1934 Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Envoy SEC Documents contained when filed any untrue statement of a material Material fact or omit omitted, or will omit, to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Except to the extent information contained in any Envoy SEC Document has been revised or superseded by a later filed Envoy SEC Document, none of the Envoy SEC Documents (including any and all financial statements included therein) contains any untrue statement of a Material fact or omits to state a material Material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of Envoy included in the Envoy SEC Documents when filed fairly presented, and Envoy's unaudited consolidated financial statements as of and for the twelve (12) month period ended December 31, 1999 (the "Envoy Balance Sheet Date") which are included in Section 5.5 of the Envoy Disclosure Letter (the "Envoy Financial Statements") fairly present, the consolidated financial statements (including, in each case, any notes thereto) contained in position of Envoy and its consolidated Subsidiaries as at the Company SEC Reports are correct in all material respects, present fairly respective dates thereof and the financial condition and operating consolidated results of their operations and their consolidated cash flows for the Company as of the date(s) and during the period(s) indicated therein, respective periods then ended and have been prepared in accordance conformity with United States generally accepted accounting principles GAAP (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the period indicatedperiods involved (except as may be indicated therein or in the notes thereto). Since the Envoy Balance Sheet Date, neither Envoy nor Quintiles has made any change in the accounting practices or policies applied in the preparation of its financial statements, except as have been required by GAAP. (b) Quintiles has filed various reports, schedules, forms, statements and other documents (which are publicly available) with the SEC pursuant to applicable Securities Laws from January 1, 1999 to the date of this Agreement relating to Envoy and its Subsidiaries (solely to the extent related to Envoy and its Subsidiaries, the "Quintiles SEC Documents"), and the Quintiles SEC Documents constitute all of the documents required to have been filed by Quintiles with respect to Envoy and its Subsidiaries pursuant to such Laws for such period. As of their respective dates, or if amended, as of the date of the last such amendment, the Quintiles SEC Documents complied, and all documents required to be filed by Quintiles with respect to Envoy and its Subsidiaries with the SEC after the date hereof and prior to the Effective Time (the "Subsequent Quintiles SEC Documents") will comply, in all Material respects, with the requirements of the 1933 Act or the 1934 Act, as the case may be, and none of the Quintiles SEC Documents contained when filed, and the Subsequent Quintiles SEC Documents will not contain when filed, any untrue statement of a Material fact with respect to Envoy and its Subsidiaries or omitted, or will omit, to state any Material fact with respect to Envoy and its Subsidiaries required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Except as set forth to the extent information contained in any Quintiles SEC Document has been revised or superseded by a later filed Quintiles SEC Document, none of the Quintiles SEC Documents (including any and all financial statements included therein) contains any untrue statement of a Material fact with respect to Envoy and its Subsidiaries or omits to state a Material fact with respect to Envoy and its Subsidiaries required to be stated therein or necessary in order to make the statements therein, in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not light of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPcircumstances under which they were made, not misleading.

SEC Filings; Financial Statements. The Company (a) Acquiror has filed all forms, reports and documents (the “Company SEC Reports”) documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the filing of Acquiror’s registration statement on Form S-1 filed with the SEC on March 9, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SEC Reports”). Acquiror has furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Acquiror with the SEC and are currently in effect. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies Acquiror SEC Reports complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amendedand the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 5.07, 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 or NYSE. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company Acquiror SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP and Regulation S-X or Regulation S-K, as applicable, applied on a consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Acquiror as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not had, and would not reasonably be expected to have an Acquiror Xxxxx Xxxxxxxx Adverse Effect). Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Reports. No financial statements contained other than those of Acquiror are required by U.S. GAAP to be included in the Company SEC Reports, the Company consolidated financial statements of Acquiror. (c) Acquiror does not have any material liability liabilities or obligations of a nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of Acquiror’s business.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports and documents (the “Company SEC Reports”) and related exhibits required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act or the Exchange Act, as the case may be, since January 1, 1995 (collectively, the "Company SEC Filings"). The Company SEC Reports Filings (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been Filings was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicatedperiods indicated (except as may be indicated in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and each presented fairly in all material respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as of June 30, 1997 included in the most recent financial statements contained in Company's Form 10-Q for the period ended June 30, 1997, including the notes thereto, neither the Company SEC Reports, the nor any Company does not have Subsidiary has any material liability liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type that would be required by GAAP to be reflected or reserved on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business that would neither, individually or in the aggregate, (i) have a Company Material Adverse Effect nor (ii) prevent or materially delay the performance of this Agreement by the Company.

SEC Filings; Financial Statements. The Company (a) Buyer has timely filed and made available to Target all forms, reports and documents (the “Company SEC Reports”) Documents required to be filed by it Buyer since December 31, 2007 (together with the Securities and Exchange Commission (all such SEC Documents filed, whether or not required to be filed the “SECBuyer SEC Reports”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Buyer SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, Laws and the rules and regulations promulgated thereunder, other applicable Laws and (ii) did not, at the time they were filed, filed (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendmentfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements made thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for Buyer Subsidiaries that are registered as a broker, dealer, or investment adviser, no Buyer Subsidiary is required to file any SEC Documents. (b) Each of the financial statements Buyer Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company Buyer SEC Reports, including any Buyer SEC Reports are correct filed after the date of this Agreement until the Effective Time, complied as to form in all material respects, present fairly respects with the financial condition applicable published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited interim statements, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not as permitted by Form 10-Q of the type required by GAAP SEC), and fairly presented in all material respects the consolidated financial position of Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be reflected material in amount or reserved on effect. (c) Since December 31, 2007, Buyer and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Buyer in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Buyer’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 Buyer required under the Exchange Act with respect to such reports. (d) Buyer and its Subsidiaries have devised and maintain a balance sheet prepared system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

SEC Filings; Financial Statements. The (a) Company has filed all formsmade available to Parent a correct and complete copy of each report, reports registration statement and documents (the “Company SEC Reports”) required to be definitive proxy statement filed by it Company with the Securities and Exchange Commission ("SEC") for the “SEC”24 months prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC for the 24 months prior to the date of this Agreement. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (iA) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Company SEC Reports, and (iiB) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct Reports, including each Company SEC Report filed after the date hereof until the Closing, complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the financial position of Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Company. (c) Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type but which are required by GAAP to be reflected filed, to agreements, documents or reserved on a balance sheet prepared in accordance other instruments which previously had been filed by Company with GAAPthe SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. The Company (i) Buyer has made available to Seller a correct and complete copy of each report, registration statement and definitive proxy statement filed by Buyer with the SEC (the “Buyer SEC Reports”), which are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it Buyer or any of its Subsidiaries with the Securities and Exchange Commission (SEC prior to the “SEC”)date of this Agreement. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Buyer SEC Reports (iincluding the financial statements included therein): (x) were prepared in accordance with either and complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Buyer SEC Reports, and (iiy) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (ii) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company Buyer SEC Reports are correct Reports, including each Buyer SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects, present fairly respects with the financial condition applicable accounting requirements and operating results with the published rules and regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Buyer at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in the Company SEC Reportswere, the Company does are or will be subject to normal adjustments which were not have any material liability (whether accrued, contingent or otherwise) other than liabilities are not of the type required by GAAP expected to be reflected material adverse effect on Buyer or reserved on a balance sheet prepared in accordance with GAAPits ability to consummate the transactions contemplated hereby.

SEC Filings; Financial Statements. The Company has filed all (a) All reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”including exhibits and all other information incorporated therein) required to be filed by it the Company with the Securities and Exchange Commission SEC since December 31, 2015 (the “SECCompany SEC Documents”)) have been filed with the SEC on a timely basis. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents complied as to form in accordance all material respects with either the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date Company SEC Documents contained when filed (and, in the case of such amendmentregistration statements and proxy statements, contain on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports are correct Documents: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicatedperiods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that 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 financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. 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 has established and maintained effective disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is, and has been since January 1, 2015, in compliance in all material respects with all current listing requirements of the NYSE, and each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct. (d) Since the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, the Company’s auditors and the Company’s Audit Committee of the Board of Directors have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involved management or other employees who have a significant role in the Company’s internal control over financial reporting; (e) As of the date hereof, there has not been any material complaint, allegation, assertion or claim that the Acquired Companies have engaged in questionable accounting or auditing practices. (f) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in its published financial statements or other Company SEC Documents. (g) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (h) Except as set forth permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, none of the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (i) Except as reflected on the Most Recent Balance Sheet, none of the Acquired Companies has liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities disclosed in the most recent financial statements (including any related notes) contained in the Company SEC ReportsDocuments; (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 had a Company Material Adverse Effect; and (iv) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement. (j) Since January 1, 2015, there has been no transaction, agreement, arrangement or understanding, or series of proposed transactions agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company does not have or any material liability (whether accrued, contingent or otherwise) other than liabilities not Subsidiary of the type required by GAAP Company was or is to be reflected or reserved on a balance sheet prepared in accordance with GAAPparty, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

SEC Filings; Financial Statements. The Company has filed all (a) All forms, reports documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the “Company SEC Reports”) Joint Proxy Statement, required to be have been filed by it with or furnished to the United States Securities and Exchange Commission (the “SEC”). As of any date, ) by the Company will be deemed to or any of the Company Subsidiaries since January 1, 2022 (the “Company SEC Documents”) have been timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedfurnished, as the case may be. As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), or the Exchange Act (as the case may be), the NYSE and the requirements of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Company SEC Reports are correct Documents: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicatedperiods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) fairly presented 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. Except For purposes of this Agreement, “Company Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2022 (the “Company Balance Sheet Date”) set forth in the most recent financial statements contained in Company’s Annual Report on Form 10-K filed with the Company SEC Reportson February 23, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP2023.

SEC Filings; Financial Statements. The Company has filed all (a) All reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”including exhibits and all other information incorporated therein) required to be filed by it the Company with the Securities and Exchange Commission SEC since January 1, 2019 (the “SECCompany SEC Documents”)) have been filed with the SEC on a timely basis. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date hereof, then on the date of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents complied as to form in accordance all material respects with either the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date Company SEC Documents contained when filed (and, in the case of such amendmentregistration statements and proxy statements, contain on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports are correct Documents: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods covered (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that 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 financial position of the Company does not have as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. No financial statements of any material liability (whether accrued, contingent or otherwise) Person other than liabilities not of the type Company Subsidiaries are required by GAAP to be reflected included in the consolidated financial statements of the Company. (c) The Company maintains effective disclosure controls (as defined by Rule 13a-15 or reserved on 15d-15 under the Exchange Act). The Company is in compliance in all material respects with all current listing requirements of the NYSE. (d) None of the Company or any of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as described in Item 303(b) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or the Acquired Companies in its published financial statements or other Company SEC Documents. (e) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (f) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act, none of the Company or the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (g) None of the Company or the Acquired Companies has any Liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except for: (i) Liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents; (ii) Liabilities incurred in the ordinary course of business; (iii) Liabilities to perform under contracts entered into by the Acquired Companies, except Liabilities arising out of a breach of any Acquired Company; (iv) Liabilities that have not had a Company Material Adverse Effect; and (v) Liabilities incurred in connection with the Transactions.

SEC Filings; Financial Statements. The Company (a) Parent has filed all required registration statements, reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since June 9, 2006, and Exchange Commission will continue to file the same through the Closing Date (the “SECParent SEC Reports”). The Parent has made or will make available to the Company a correct and complete copy of each report, registration statement and definitive Proxy Statement filed by the Parent with the SEC. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Parent SEC Reports Reports: (i) were prepared prepared, or will be prepared, in accordance and comply in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not, or do not, at the time they were filedfiled (and if amended or superseded by a filing, or, if amended, as of then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of such Parent SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective Parent SEC Report), complied or comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) Each of the financial statements (including the related notes) included in the Parent SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Parent as of the respective dates or for the respective periods set forth therein, all in conformity with Regulation S-X and GAAP, applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack footnote disclosure and all other rules and regulations promulgated by the SEC applicable to such financial statements. Each set of financial statements of the Parent (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports are correct Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except as set forth periods involved (except in the most recent case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of the Parent at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Parent. (c) The Parent does not have any Liabilities required to be disclosed in a balance sheet or the notes thereto pursuant to GAAP, except for Liabilities (i) recorded or reserved against in the financial statements contained in the Company Parent SEC Reports, (ii) incurred in the Company ordinary course of business consistent with past practice since September 30, 2007 or (iii) disclosed on Schedule 6.5(b) hereto. (d) The Merger Subsidiary has no assets or properties of any kind, does not now conduct and has never conducted any business, and does not now have and will not have at the Closing any material liability obligations or Liabilities of any nature whatsoever except such obligations and Liabilities, and the conduct of such business, as are imposed by, or required under, this Agreement. (whether accruede) The Parent and the Merger Subsidiary will not be required to incur any Indebtedness to fund the Purchase Price, contingent or otherwise) other than liabilities not except for the assumption of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPCompany’s Indebtedness.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since (and Exchange Commission (including) April 8, 1998. The Company has delivered or made available to Parent, in the “form filed with the SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities ActSEC Reports. The Company SEC Reports (including any financial statements or schedules included therein) (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated therein or in the most recent notes thereto) and each of the consolidated balance sheets (including the related notes and schedules) included or incorporated in such financial statements contained fairly presents in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and each of the consolidated statements of income and of cash flows (including the related notes and schedules) included or incorporated in such financial statements fairly presents in all material respects the consolidated results of their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and such statements do not contain notes thereto. (c) The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC Reportsbut which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company does not have any material liability (whether accrued, contingent with the SEC pursuant to the Securities Act or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPExchange Act.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”including all exhibits, amendments and supplements thereto) required to be filed or transmitted by it with or to the Securities SEC since January 1, 2006 (such documents filed or otherwise transmitted since January 1, 2006 and Exchange Commission (prior to the date hereof, the “SECSEC Reports”). As of any date, Except to the Company will be deemed to have timely filed extent amended or superseded by a report if (a) it complies subsequent filing with the requirements for an extension SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing), as of their respective dates, each of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied as to form in accordance all material respects with either the applicable requirements of the Securities Act or and the Securities rules and regulations promulgated thereunder and the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at each as in effect on the time they were date so filed, or, if amended. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such amendmentsubsequent filing), contain 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 or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The audited and unaudited consolidated financial statements (including, in each case, any including the related notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company included (or incorporated by reference) in the SEC Reports (the “Financial Statements”), as amended or supplemented prior to the date of the date(s) and during the period(s) indicated thereinthis Agreement, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP in all material respects applied on a consistent basis throughout the period indicatedperiods involved (except as may be indicated in the notes thereto) and fairly present in all material respects in conformity with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in shareholders’ equity for the periods indicated therein (subject, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments which are not, individually or in the aggregate, material in amount or significance, in each case as permitted by GAAP and the applicable rules and regulations promulgated by the SEC). (c) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the system of internal accounting controls described below in this Section 4.7(c). Except The Company has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, and to the knowledge of the Company, such system of internal control over financial reporting is effective. The Company (i) has implemented and maintains disclosure controls and procedures (as required by Rule 13a-15(a) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are effective), and (ii) has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) 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. Prior to the date hereof, a true, correct and complete summary of any such disclosures made by management to the Company’s auditors and the audit committee of the Company’s Board of Directors has been provided to Parent and is set forth as Section 4.7(c) of the Company Disclosure Schedule. (d) Since January 1, 2006, (i) neither the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company or any of its Subsidiaries. (e) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the most recent financial statements contained terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (f) Neither the Company SEC Reportsnor any of its Subsidiaries has any liabilities of any nature, the Company does not have any material liability (whether accrued, absolute, fixed, contingent or otherwise) other than liabilities , known or unknown, whether due or to become due and whether or not of the type required by GAAP to be recorded or reflected or reserved on a balance sheet prepared under GAAP, that would, individually or in accordance the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, other than liabilities (i) as and to the extent reflected or reserved against on the Balance Sheet or in the notes thereto, (ii) incurred in the ordinary course of business consistent with GAAPpast practice since June 30, 2008, or (iii) arising from contractual obligations to be performed after the date hereof under Contracts set forth in Section 4.18 of the Company Disclosure Schedule or other Contracts not required to be listed therein (but excluding any obligations or liabilities that arise in connection with any Contract as a result of any breach or default at or prior to the Purchase Time under such Contract). The “Balance Sheet” means the consolidated balance sheet of the Company dated as of June 30, 2008 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 filed with the SEC prior to the date hereof.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since December 31, 2005 (the “SECSEC Reports”). As of No Subsidiary is required to file any datereport, the Company will be deemed to have timely filed a report if (a) it complies proxy statement, registration statement, form, schedule or other document with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (b) The Company has devised and maintains a system of internal accounting controls (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared for external purposes in accordance with United States generally accepted accounting principles (“GAAP”). The Company (i) applied on has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that information material to the Company and the Subsidiaries, taken as a consistent basis throughout whole, relating to it and any Subsidiary is made known to the period indicatedmanagement of the Company by others within the Company or any Subsidiary as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the SEC Reports and (ii) has disclosed, based upon the Company’s most recent evaluation, to its auditors and the audit committee of the Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Except as The Company has provided to Parent copies of any such disclosure set forth in clause (1) or clause (2) of the most recent preceding sentence. (c) Neither the Company nor any Subsidiary nor the chief executive officer or the chief financial statements contained officer of the Company or any Subsidiary is aware of, and neither the Board nor the board of directors of any Subsidiary nor, to the knowledge of the Company, the Company’s auditors or the auditors of any Subsidiary has been advised of (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s internal controls over its consolidated financial reporting 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 its consolidated financial reporting. (d) The Company SEC Reportsand each of its officers and directors are in compliance with, and has complied with, in each case in all material respects, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not provisions of the type Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated under such act and the Exchange Act (collectively, “Sarbanes Oxley”) and the rules and regulations of the NASDAQ that are applicable to the Company. The Company’s auditors and Chief Executive Officer and Chief Financial Officer have given all certifications, attestations and reports required by GAAP pursuant to be reflected or reserved on a balance sheet prepared in accordance with GAAPthe rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx.

SEC Filings; Financial Statements. a. The Company Parent has filed all formsmade available to the Seller, reports upon request of the Seller, accurate and documents complete copies (the “Company SEC Reports”excluding copies of exhibits) required to be of each report, registration statement and definitive proxy statement filed by it the Parent with the U.S. Securities and Exchange Commission (the “SEC”) between December 31, 2004 and the date of this Agreement (the “Parent SEC Documents”). As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the time for filing date of such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Parent SEC Documents complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, 1934 (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . b. Between the date of the most recently filed Parent SEC Document and the date of this Agreement, there has been no material adverse change in the Parent’s affairs that has not been disclosed in the Parent's SEC Documents, provided, however, that for purposes of determining whether there shall have been any such material adverse change, (i) any adverse change resulting from or relating to worldwide general business or economic conditions shall be disregarded, (ii) any adverse change resulting from or relating to conditions generally affecting the industry in which Parent competes shall be disregarded, and (iii) any adverse change to the stock price of the Parent’s Common Stock, as quoted on any nationally recognized stock quotation system, shall be disregarded. c. The consolidated financial statements (including, in each case, any notes thereto) contained in the Company Parent's SEC Reports are correct Documents: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods covered, except as set forth may be indicated in the most recent notes to such financial statements contained and (in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwisecase of unaudited statements) other than liabilities not as permitted by Form 10-Q of the type required SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of the Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Parent and its subsidiaries for the periods covered thereby. d. The Parent qualifies as a registrant whose securities may be resold pursuant to Form S-1 or SB-2 promulgated by GAAP the SEC pursuant to be reflected or reserved on a balance sheet prepared in accordance with GAAPthe Securities Act.

SEC Filings; Financial Statements. The Company has timely filed (subject to 12b-25 filings with respect to certain periodic filings) all reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC pursuant to the reporting requirements of the Exchange Act (as hereinafter defined) (all of the foregoing and Exchange Commission (all other documents filed with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SECSEC Filings”). As of any date, The SEC Filings are available to the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under Buyers via the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items XXXXX system. As of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under their respective dates, the Securities Act. The Company SEC Reports (i) were prepared Filings complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did notnone of the SEC Filings, at the time they were filedfiled with the SEC, or, if amended, as of the date of such amendment, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Company’s SEC Filings with the SEC (the “Financial Statements”) for the year ended November 30, 2007 and the period from May 3, 2006 (date of inception) to November 30, 2006 and any subsequent interim period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. The Company (a) BioMarin has filed with the SEC and has delivered or made available to Glyko (including through the SEC EDGAR system) accurate and complete copies (excluding copies of xxxxbits not available through the SEC EDGAR System) of all formsdocuments, reports including each report, registration xxxtement and documents (the “Company SEC Reports”) definitive proxy statement required to be filed by it BioMarin with the Securities and Exchange Commission SEC since January 1, 2000 (the “SEC”"BioMarin SEC Documents"). As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the time for filing date of such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the BioMarin SEC Documents complied in accordance all material respects with either the applicable requirements of the Securities United States 1933 Act or the Securities Exchange United States 1934 Act of 1934, as amended, (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain BioMarin SEC Documents (including the financial statements contained therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in BioMarin SEC Documents and BioMarin's audited financial statements as at and for the Company SEC Reports are correct periods ended through December 31, 2000 and BioMarin's unaudited financial statements as at and for the period ended through September 30, 2001 (the "BioMarin Interim Financial Statements") comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) SEC applicable thereto and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except as set forth periods involved (subject, in the most recent case of unaudited interim financial statements contained in statements, to the Company SEC Reports, absence of note disclosure and year end adjustments) and each fairly presents the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not financial position of BioMarin at the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPdates thereof and the results of its operations and cash flows for the periods indicated.

SEC Filings; Financial Statements. The Company (a) TPC has filed in a timely manner all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since January 1, 1995 (collectively, the “SEC”"TPC SEC REPORTS"). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company TPC SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at none of the time they were filed, or, if amendedTPC SEC Reports, as of the date of such amendmentit was filed with the SEC, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 of the Exchange Act. (b) The consolidated financial statements (including, in each case, any notes thereto) contained in the Company TPC SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis ("GAAP") throughout the period indicated. Except periods indicated (except as set forth may be indicated in the most recent notes thereto and except that financial statements contained included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and each fairly presented the consolidated financial position, results of operations and changes in stockholders' equity and cash flows of TPC and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the Company SEC Reportscase of unaudited statements, to normal and recurring year-end adjustments). The financial statements of TPC and its Subsidiaries as of and for the Company does not have any material liability (whether accruedmonth ended January 31, contingent or otherwise) other than liabilities not of the type required by GAAP 1997 heretofore delivered to be reflected or reserved on a balance sheet PHI were prepared in accordance with GAAPTPC's past practices and procedures for monthly financial statements, consistent with the accounting methods, principles and practices in effect at December 31, 1996.

SEC Filings; Financial Statements. The (a) There has been available on the SEC EXXXX website, copies of each report, registration statement and definitive proxy statement filed by Company has filed all formswith the SEC since at least January 1, reports and documents 2017 (the “Company SEC Reports”) required to be ), which are all the forms, reports and documents filed by it Company with the Securities and Exchange Commission (SEC from January 1, 2017 to the “SEC”)date of this Agreement. As of any datetheir respective dates, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, of the SEC thereunder applicable to such Company SEC Reports; and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent financial statements contained notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Company SEC Reports, at the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not respective dates thereof and the results of its operations and cash flows for the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPperiods indicated.

SEC Filings; Financial Statements. Except as set forth in Section 4.07 of the Company Disclosure Schedule: (a) The Company has and VanceInfo have timely filed or furnished, as applicable, all forms, reports reports, statements, schedules and other documents (together with all exhibits and schedules thereto) required to be filed or furnished by them with the SEC since December 31, 2010 (such forms, reports, statements, schedules and other documents filed or furnished by the Company and VanceInfo since December 31, 2010 and those filed or furnished subsequent to the date hereof, including any amendments thereto and all exhibits and schedules thereto and documents (incorporated by reference therein, collectively, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) at the time they were prepared filed or furnished, as applicable, and, if amended, as of the date of such amendment, complied in accordance all material respects with either the all applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filedfiled or furnished, oras applicable,, and, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is or has been subject to the reporting requirement of Sections 13(a) or 15(d) of the Exchange Act. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is the subject of ongoing SEC review or investigation. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained (or incorporated by reference) in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in the most recent notes thereto) and each fairly presents, in all material respects, the consolidated financial statements contained position, results of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules promulgated by the SEC relating to unaudited financial statements). (c) Neither the Company nor any of its Subsidiaries has any outstanding liability or obligation of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise and whether due or to become due) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, except for liabilities and obligations (i) that are reflected, or for which reserves were established, on the 2012 Balance Sheet, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (iii) that would not have a Company Material Adverse Effect, or (iv) that are disclosed prior to the date of this Agreement in the Company SEC Reports, incurred in connection with the Transactions or otherwise as contemplated by this Agreement. (d) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company has been and is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing and corporate governance rules and regulations of the NASDAQ. To the Knowledge of the Company, there have been no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act reasonably designed and maintained to ensure that information relating to the Company, including its Subsidiaries, required to be disclosed by the Company does not have any material liability (whether accruedin the reports that it files or submits to the SEC under the Exchange Act is recorded, contingent or otherwise) other than liabilities not processed, summarized and reported within the time periods specified in the rules and forms of the type SEC, and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required by GAAP disclosure. The Company maintains internal control over financial reporting (as such term is defined in the Exchange Act) that are designed to be reflected or reserved on a balance sheet prepared provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Neither the Company nor, to the Knowledge of the Company, the Company’s outside auditors have identified or been made aware of “significant deficiencies” or “material weakness” (as defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls over financial reporting (as defined in the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data, or 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. 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 periodic report under the Exchange Act, and based on such evaluation, the Company’s certifying officer concluded that such disclosure controls and procedures are effective. As used in this Section 4.07, the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) The Company maintains and has maintained a standard system of accounting established and administered in accordance with GAAP in all material respects. (f) There is no outstanding transaction, or series of similar transactions, agreements, arrangements or understandings, to which the Company or any of its Subsidiaries is a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act in a Company SEC Report that was not so disclosed. (g) None of the Company or any of its Subsidiaries has any off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act) that would be required to be disclosed under Item 303 of Regulation S-K promulgated under the Securities Act.

SEC Filings; Financial Statements. The Company (a) GSME has made available to Plastec and the Plastec Shareholders a correct and complete copy of each report and registration statement filed by GSME (the “GSME SEC Reports”) with the SEC, which are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it GSME with the Securities SEC prior to the date of this Agreement. All GSME SEC Reports required to be filed by GSME since its inception were filed in a timely manner in accordance with the rules and Exchange Commission (regulations of the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company their respective dates GSME SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such GSME SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent set forth in the preceding sentence, neither GSME nor GSME Sub makes any representation or warranty whatsoever concerning any GSME SEC Report as of any time other than the date or period with respect to which it was filed. (b) Except as set forth in Schedule 4.7, each set of financial statements (including, in each case, any related notes thereto) contained in any GSME SEC Report, including each GSME SEC Report filed after the Company SEC Reports are correct date hereof until the Closing, complied or will comply as to form in all material respects, present fairly respects with the financial condition rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was or will be prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by the rules and regulations of the SEC promulgated under the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of GSME at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on GSME or GSME Sub taken as a whole. (c) GSME Sub has never made any filing with the Company SEC Reportsand it neither is, the Company does not have nor ever has been, required to make any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPsuch filing.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities SEC since January 1, 2002 (all such forms, reports, statements, certificates and Exchange Commission (other documents filed by the “SEC”Company with the SEC since January 1, 2002, whether or not required to be filed, collectively, the "Company SEC Reports"). As Each of any date, the Company will be deemed SEC Reports, as amended, complied as to have timely filed a report if (a) it complies form in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did noteach as in effect on the date so filed. None of the Company SEC Reports, at the time they were filed, or, if when filed as amended, as of the date of such amendment, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding comments from the SEC with respect to any of the Company SEC Reports. (b) Each of the consolidated financial statements of the Company and its subsidiaries (including, in each case, any including the related notes theretoand schedules) contained included in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent financial statements contained notes thereto). Each of the consolidated balance sheets of the Company and its subsidiaries included in the Company SEC ReportsReports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company does not have and its subsidiaries at the respective dates thereof and each of the related consolidated statements of operations, cash flows and changes in stockholders' equity included in the Company SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations and cash flows of the Company and its subsidiaries for the periods indicated (subject, in the case of unaudited statements, to normal period-end adjustments). (c) The Company has (x) designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (y) has disclosed, based on its most recent evaluation, to the Company's outside auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material liability respect the Company's ability to record, process, summarize and report financial data and (B) any fraud, whether accruedor not material, contingent that involves management or otherwise) other than liabilities not employees who have a significant role in the Company's internal control over financial reporting. A summary of any of those disclosures made by management to the type required by GAAP Company's auditors and audit committee has been made available to be reflected or reserved on a balance sheet prepared in accordance with GAAPParent.

SEC Filings; Financial Statements. The (a) Company has filed all formsmade and will make available to Parent a correct and complete copy of each report, reports schedule, registration statement and documents (the “Company SEC Reports”) required to be definitive proxy statement filed by it Company with the Securities and Exchange Commission ("SEC") since the “SEC”filing of Company's Registration Statement on Form F-1 (the "COMPANY SEC REPORTS"). As of any date, which are all the forms, reports and documents required to be filed by Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing SEC since such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Acttime. The Company SEC Reports Reports: (i) were and will be prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations of the SEC promulgated thereunder, ; and (ii) did not, not and will not at the time they were filed, or, of filing thereof (and if amended, as of any Company SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such amendment, amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct (including any Company SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as SEC with respect thereto in effect at the time of the date(ssuch filing; (ii) was and during the period(s) indicated therein, and have been will be prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to normal adjustments which were not or are not expected to be material in amount); and (iii) fairly presents in all material respects Company's revenue recognition policies. (c) Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. (d) Company has furnished to Parent monthly unaudited consolidated balance sheets, income statements and statements of cash flows for the two-month period ended November 30, 2002, and such monthly financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet been prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial position of Company as of and for the two-month period then ended. (e) Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, "Software Revenue Recognition," as amended, and SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions." Company's revenue recognition is and has been in compliance with all rules, regulations and statements of the SEC with respect thereto.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2008, Purchaser has filed with the SEC all forms, reports reports, schedules, prospectuses, registration statements, proxy or information statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission Purchaser under applicable securities Laws (collectively, the “SECPurchaser SEC Reports”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Purchaser SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did notReports, at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or, if amended, as of then on the date of such amendmentfiling), complied in all material respects with the requirements of applicable securities Laws and did not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each None of Purchaser’s Subsidiaries is or has been required to file any reports or other documents with the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority. (b) The annual audited consolidated financial statements and the unaudited consolidated interim financial statements (including, in each case, any related notes thereto) contained in the Company Purchaser SEC Reports are correct in all material respects, present fairly (the financial condition and operating results of the Company as of the date(s“Purchaser Financial Statements”) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in the most recent financial statements contained notes thereto or, in the Company SEC Reportscase of unaudited statements, do not contain footnotes as permitted by Form 10-Q under the Exchange Act) are based on the books and records of Purchaser and present fairly, in all material respects, the Company does not have any material liability (whether accruedconsolidated financial position, contingent or otherwise) other than liabilities not results of operations and cash flows of Purchaser and its Subsidiaries as of the type required by GAAP dates and for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be reflected or reserved material in amount and the absence of notes thereto) on a balance sheet prepared consolidated basis. Purchaser maintains a standard system of accounting established and administered in accordance with GAAP. Since September 30, 2011, there have been no material changes in Purchaser’s accounting methods or principles that would be required to be disclosed in Purchaser’s financial statements in accordance with GAAP except as described in the notes to such financial statements. (c) Since January 1, 2008, neither Purchaser nor, to the knowledge of Purchaser, any of its Subsidiaries, directors, or officers 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 Purchaser or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect with respect to Purchaser. (d) None of the information to be supplied by or on behalf of Purchaser in for use in connection with the Target Stockholder Meeting will, at the time of delivery to the Target Stockholders and any amendments or supplements made thereto, and at the time of the Target Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (e) None of the information to be included in or incorporated by reference into the S-4 or the Purchaser Proxy Statement (other than information supplied by or on behalf of Target for inclusion therein) will, at the time of the effectiveness thereof and the mailing of the Purchaser Proxy Statement and any amendments or supplements thereto, and at the time of the Purchaser Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

SEC Filings; Financial Statements. (a) The Company has delivered or made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC since July 14, 1999, and all forms, reports and documents amendments thereto (the “"Company SEC Reports”) Documents"), as well as the Unaudited Interim Financial Statements. All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the Securities and Exchange Commission (SEC since such date have been so filed on a timely basis. None of the “Company's Subsidiaries is required to file any documents with the SEC”). As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the time for filing date of such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, (as the case may be, and the rules and regulations promulgated thereunder, ); and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports are correct Documents (at the time filed with the SEC or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and the Unaudited Interim Financial Statements: (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of SEC applicable thereto (other than the date(sUnaudited Interim Financial Statements); (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods covered (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited financial statements, as permitted by Form 10-Q of the SEC, 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 under GAAP), and (iii) fairly present the consolidated financial position of the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not and its consolidated subsidiaries as of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPrespective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (all such forms, reports, statements, certificates and other documents filed since January 1, 2009, collectively, the “Company SEC Reports”). As Each of any date, the Company will be deemed SEC Reports, as amended, complied as to have timely filed a report if (a) it complies form in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did noteach as in effect on the date so filed. None of the Company SEC Reports contained, at the time they were filed, or, if when filed as finally amended, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (b) The audited consolidated financial statements of the financial statements Company (including, in each case, including any related notes thereto) contained included in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) in all material respects applied on a consistent basis throughout the period periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated. Except as set forth in the most recent The unaudited consolidated financial statements contained of the Company (including any related notes thereto) for all interim periods included in the Company SEC Reports, the Company does not Reports on Form 10-Q and current reports on Form 8-K have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet been prepared in accordance with GAAPgenerally accepted accounting principles in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated (subject to normal period-end adjustments). (c) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by the Company or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (d) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2010, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2010. (e) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, each of which, in the case of both clauses (A) and (B), is set forth in Section 3.7(e) of the Company Disclosure Schedule. (f) To the knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certification and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due.

SEC Filings; Financial Statements. The (a) All registration statements, prospectuses, reports required by Section 13 or 15(d) of the Exchange Act and filings pursuant to Regulation D promulgated under the Securities Act (including, in each case, all exhibits and schedules thereto) required to be filed or furnished by the Company has with the SEC since January 1, 2006 have been so filed or furnished, and the Company will file prior to the expiration date of the Offer all forms, reports and documents with the SEC that are required to be filed or furnished by it prior to such time (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 after January 1, 2006 and on or prior to the expiration date of the Offer that are not required to be so filed or furnished, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SECDocuments”). As of any date, the Company time it was filed or will be deemed to have timely filed a report if (aas the case may be) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing, then on the date of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents complied or will comply (as the case may be) in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, (as the case may be), and with all applicable provisions of the rules and regulations promulgated thereunderXxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Document was, or will be, filed; and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, Company SEC Documents contained or will contain (as the case may be) any untrue statement of a material fact or omitted or will omit (as the case may be) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each True and correct copies of all Company SEC Documents filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. (b) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity 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 Entity that such Company SEC Documents (includingincluding the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). Except for filings pursuant to Regulation D promulgated under the Securities Act, none of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Documents, except as disclosed in each casecertifications filed with the Company SEC Documents. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (c) The consolidated financial statements of the Company and its Subsidiaries (including any notes theretorelated notes) contained in the Company SEC Reports are correct Documents fairly present, in all material respects, or will present fairly in all material respects, as the case may be, the consolidated financial condition and operating results position of the Company and its Subsidiaries as of the date(srespective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby. The consolidated financial statements of the Company and its Subsidiaries (including any related notes) and during contained in the period(s) indicated therein, and Company SEC Documents have been or will be (as the case may be) prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods and at the dates covered (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited statements, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not as permitted by Form 10-Q of the type required by GAAP SEC, and except that unaudited financial statements may not contain footnotes and are subject to be reflected or reserved on year-end adjustments). (d) The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a balance sheet prepared system of internal accounting controls which are effective in providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Since January 1, 2005, neither the Company nor any of its Subsidiaries (including any employee thereof) nor, to the Company’s knowledge, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management (including management of the Company’s Subsidiaries) or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (f) Since January 1, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (g) To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (h) The Company is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act applicable to the Company. (i) Neither the Company nor any of its Subsidiaries has any liabilities except for: (i) liabilities disclosed in the financial statements (including any related notes) for the quarter ended June 30, 2008 and attached hereto as Schedule 3.4(i); (ii) liabilities incurred in connection with this Agreement; and (iii) liabilities that would not have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements. The Company (A) Except as otherwise set forth in Confidential Schedule 4.07(A), Prosperity has timely filed with or furnished to, as applicable, the SEC all forms, reports and documents (the “Company SEC Reports”) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”). As of Prosperity or any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of Prosperity Subsidiaries pursuant to the Securities Act or the Securities Exchange Act since December 31, 2016 (the “Prosperity SEC Reports”). The Prosperity SEC Reports, including any Prosperity SEC Reports filed after the date of 1934this Agreement until the Effective Time, at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied as amended, as to form in all material respects with the case may be, applicable requirements of the U.S. federal securities Laws and the rules and regulations promulgated thereunder, other applicable Law; and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Prosperity SEC Reports or necessary in order to make the statements made thereinin such Prosperity SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Prosperity SEC Reports. To the Best Knowledge of Prosperity, none of the Prosperity SEC Reports is the subject of ongoing SEC review or investigation. Except as otherwise set forth in Confidential Schedule 4.07(A), none of the Prosperity Subsidiaries is required to file with or furnish to the SEC any forms, reports or other documents. (B) Each of the Prosperity financial statements (including, in each case, any notes theretorelated notes) contained in the Company Prosperity SEC Reports, including any Prosperity SEC Reports are correct filed after the date of this Agreement until the Effective Time, complied as to form in all material respects, present fairly respects with the financial condition applicable published rules and operating results regulations of the Company SEC with respect thereto as of the date(s) and during the period(s) indicated thereintheir respective dates, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in such financial statements or the notes to such financial statements or, in the most recent case of unaudited interim statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q), and fairly presented in all material respects the consolidated financial position of Prosperity and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows of Prosperity and its Subsidiaries for the periods indicated, except that the unaudited interim consolidated financial statements contained were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. (C) Prosperity maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the business of Prosperity and its Subsidiaries. Prosperity has not identified any significant deficiencies or material weaknesses in the Company SEC Reportsdesign or operation of its internal control over financial reporting. Since December 31, the Company does 2016, Prosperity has not have experienced or effected any material liability (whether accrued, contingent change in internal control over financial reporting. No executive officer of Prosperity has failed in any respect to make the certifications required of such executive officer under Section 302 or otherwise) other than liabilities not 906 of the type required Xxxxxxxx-Xxxxx Act. (D) Prosperity has not been notified by GAAP its independent public accounting firm that such accounting firm is of the view that any of Prosperity’s financial statements should be restated which has not been restated in subsequent financial statements. (E) Since December 31, 2016, none of Prosperity nor any of its Subsidiaries, nor, to be reflected Prosperity’s Best Knowledge any director, officer or reserved on employee of Prosperity or any of its Subsidiaries or any auditor, accountant or representative of Prosperity or any of its Subsidiaries, has received any written allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Prosperity or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Prosperity or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Prosperity or any of its Subsidiaries, whether or not employed by Prosperity or any of its Subsidiaries, has reported evidence of a balance sheet prepared material violation of securities Laws, breach of fiduciary duty or similar violation by Prosperity, any of its Subsidiaries or any of their officers, directors, employees or agents to Prosperity’s or any of its Subsidiaries’ board of directors or any committee thereof or to any director or officer of Prosperity 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 Prosperity’s or its Subsidiaries’ chief executive officer, chief financial officer, individuals performing similar functions, or Prosperity’s or any of its Subsidiaries’ board of directors or any committee thereof. (F) The books and records kept by Prosperity 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 GAAPapplicable Law and accounting requirements. (G) There are no outstanding loans made by Prosperity or any of its Subsidiaries to any executive officer or director of Prosperity, other than loans that are subject to and in compliance with Regulation O under the Federal Reserve Act.

SEC Filings; Financial Statements. (a) The Company has and its predecessors have filed on a timely basis all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since July 12, 1999 (all forms, reports and Exchange Commission (documents filed by the “SEC”Company and its predecessors with the SEC since July 12, 1999 are referred to herein as the "Company SEC Reports"). As No Subsidiary of any date, the Company will be deemed is required to have timely filed a report if (a) it complies file any form, report, statement, schedule, registration statement or other document with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied as to form in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or amended, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent financial statements contained notes thereto or in the Company SEC Reports), and each fairly presents the consolidated financial position of the Company does and its Subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and do not have any material liability (whether accrued, contingent or otherwise) other than liabilities not contain all of the type footnote disclosures required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. The Company (a) Parent has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC and Exchange Commission (the “SEC”). As of any date, has made available to the Company will be deemed to have timely filed a report if copies of (ai) it complies with its Annual Report on Form 10-K for the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or fiscal year ended December 31, 1996, (ii) it would qualify its Quarterly Report on Form 10-Q for a “grace period” for particular items the period ended Marcx 00, 0000, (xxx) xxx proxy statements relating to Parent's meetings of Form 8-K stockholders (whether annual or special) since January 1, 1994, (iv) all other reports under General Instruction 1.A.4 of Form S-3 under or registration statements filed by Parent with the Securities Act. The Company SEC Reports since January 1, 1994, and (iv) were prepared in accordance all amendments and supplements to all such reports and registration statements filed by Parent with either the SEC pursuant to the requirements of the Securities Act or the Securities Exchange Act ((i)-(v) collectively, the "PARENT SEC REPORTS"). Except as disclosed in Section 3.7 of 1934the Parent Disclosure Schedule, the Parent SEC Reports (i) were prepared as amendedto form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a subsequent filing, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto) and each fairly presents in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholders equity for the periods indicated, except that the unaudited interim financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent were or otherwise) other than liabilities not of the type required by GAAP are subject to be reflected or reserved on a balance sheet prepared in accordance with GAAPnormal and recurring year-end adjustments.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, schedules, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “"SEC”). As of any date") since January 1, 1999 (collectively, the "Company will be deemed SEC Reports") pursuant to have timely filed a report if (a) it complies with the requirements for an extension federal securities Laws and the Regulations of the time for filing such report under the SEC’s rules SEC promulgated thereunder, and regulations or (ii) it would qualify for all Company SEC Reports have been filed in all material respects on a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Acttimely basis. The Company SEC Reports (i) were prepared in accordance accordance, and complied as of their respective filing dates in all material respects, with either the requirements of the Exchange Act and the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules Regulations promulgated thereunder and regulations promulgated thereunder, and (ii) did not, not at the time they were filedfiled (or if amended or superseded by a filing prior to the date hereof, or, if amended, as of then on the date of such amendment, filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct (i) complied in all material respects, present fairly respects with applicable accounting requirements and the financial condition and operating results published Regulations of the Company as of the date(sSEC with respect thereto, (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the period periods involved and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. Except as set forth , except that the unaudited interim financial statements included in the most recent financial statements contained in the Company SEC Reports, the Company does Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not have any material liability (whether accrued, contingent or otherwise) other than liabilities been and are not of the type required by GAAP expected to be reflected or reserved on a balance sheet prepared in accordance with GAAPmaterial to the Company.

SEC Filings; Financial Statements. The Company (i) It has filed or furnished all formsreports, reports registration statements, proxy statements, offering circulars, schedules and other documents (the “Company SEC Reports”) required to be filed or furnished by it it, together with any amendments required to be made with respect thereto (collectively, the “SEC Reports”), with the SEC since December 31, 2012 under the Securities Act the Exchange Act and Exchange Commission (the “SEC”). As Sxxxxxxx-Xxxxx Act of any date2002, and, to the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing extent such report under SEC Reports are not available on the SEC’s rules Electronic Data Gathering Analysis and regulations or Retrieval system, made available to the other party copies of such SEC Reports. Its SEC Reports, including the financial statements, exhibits and schedules contained therein, (iiA) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under at the Securities Act. The Company SEC Reports (i) were prepared time filed, complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunderExchange Act, and (iiB) did not, at the time they were filed, or, if amended, as of the date of such amendment, filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in the light of the circumstances under which they were made, not misleading. . (ii) Each of the its financial statements contained in or incorporated by reference into any SEC Reports, including the related notes, where applicable (includingthe “Financial Statements”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act with respect thereto, fairly presented in all material respects the consolidated financial position of it and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared case in accordance with United States generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the period periods indicated. Except , except in each case as set forth may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the most recent case of unaudited financial statements contained statements. (iii) It and each of its Subsidiaries has devised and maintains a system of “internal controls over financial reporting” (as defined in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwiseRules 13a-15(f) other than liabilities not and 15d-15(f) of the type required by GAAP Exchange Act) sufficient to be reflected or reserved on a balance sheet prepared provide reasonable assurances that: (A) transactions are executed in accordance with GAAPmanagement’s general or specific authorizations; (B) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or other criteria applicable to such financial statements, and (2) to maintain proper accountability for items therein; (C) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of its Disclosure Letter (A) 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 its ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. These disclosures were made in writing by management to its auditors and the audit committee of its Board of Directors and a copy has previously been made available to the other party. 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 of the date hereof. (v) As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC staff with respect to its SEC Reports.

SEC Filings; Financial Statements. (a) The Company has timely and properly filed all registration statements, forms, reports schedules, reports, prospectuses, proxy statements and documents required to be filed by the Company with the SEC since February 3, 2022 (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, The information contained or incorporated by reference in the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared was true and correct in accordance with either the requirements all material respects as of the Securities Act respective dates of the filing thereof with the SEC (or if amended or superseded by a filing prior to the Securities Exchange Act date of 1934this Agreement, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of then on the date of such amendmentfiling); and, as of such respective dates, the Company SEC Reports did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) The financial statements (including, in each case, any notes thereto) contained of the Company included in the Company SEC Reports are correct (collectively, the “Financial Statements”) fairly present in all material respects, present fairly respects the consolidated financial condition and operating results position of the Company and its subsidiaries as of the date(s) and during the period(s) indicated thereindates indicated, and have been prepared the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. periods therein specified (except as otherwise noted therein, and in the case of quarterly financial statements except for the absence of footnote disclosure and subject, in the case of interim periods, to normal year-end adjustments). (c) Except as set forth in the most recent financial statements contained disclosed in the Company SEC Reports, the Company does and its subsidiaries have not have incurred any material liability (whether accrued, contingent or otherwise) other than liabilities not that are of the type a nature that would be required by GAAP to be reflected or reserved disclosed on a balance sheet of the Company and its subsidiaries or the footnotes thereto prepared in accordance conformity with GAAP, other than liabilities that would not reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise furnished (as applicable) all forms, reports reports, statements, schedules and other documents required to be filed with or furnished to the SEC by the Company since November 8, 2017 (the “Applicable Date”) (the forms, reports, statements, schedules and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, 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), in each case in accordance with GAAP, Regulation S-X of the SEC and the rules and standards of the Public Company Accounting Oversight Board except as may be noted therein. (c) Except as and to the extent set forth in the most recent consolidated financial statements contained of the Company and its Subsidiaries (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 21, 2020 (the “2019 Annual Report”), no Group Company SEC Reportshas outstanding (i) any Indebtedness or any commitments therefor, the Company does not have or (ii) any material other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for Indebtedness or other liabilities or obligations (x) incurred in the ordinary course of business consistent with past practice since December 31, 2019, (y) incurred pursuant to this Agreement or in connection with the Transactions or (z) that would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Company has heretofore furnished to THL complete and correct copies of all material amendments and modifications that have not been filed with or furnished to the SEC by the Company to all agreements, documents and other than liabilities not instruments that previously had been filed with or furnished to the SEC by the Company and are currently in effect. (e) The Company has made available to THL all comment letters received by the Company from the SEC or the staff thereof since the Applicable Date and all responses to such comment letters submitted by or on behalf of the type Company. (f) The Company has timely filed all certifications and statements required by GAAP (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to be reflected any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Xxxxxxxx-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 reserved Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Group Companies is made known on a balance sheet prepared timely basis to the individuals responsible for the preparation of the Company’s SEC filings 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, the Company’s 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 the Applicable Date, 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. (g) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Group Companies maintain a system of internal control over financial reporting that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP and includes those policies and procedures that are sufficient to (i) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations, (ii) require the 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, (iv) provide reasonable assurance that receipts and expenditures of the Company are permitted only in accordance with appropriate authorization, (v) 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 (vi) 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. (h) Since the Applicable Date, no Group Company nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of any Group Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or its internal accounting controls, including any complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices. No attorney representing any Group Company, whether or not employed by it, has reported to the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Group Company or any officer, director, employee or agent of any Group Company to the Company Board or any committee thereof or to any director or officer of any Group Company. (i) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE.

SEC Filings; Financial Statements. The Company (a) Acquiror has filed all forms, reports reports, statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since December 31, 1996, and Exchange Commission has heretofore made available to the Company, in the form filed with the SEC since such date, together with any amendments thereto, its (i) Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all reports on Form 8-K, and (v) all other reports or registration statements filed by Acquiror (collectively, the “SEC”"Acquiror SEC Reports"). As of any date, their respective filing dates the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Acquiror SEC Reports (i) were prepared complied as to form in accordance all material respects with either the requirements of the Exchange Act and the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The financial statements (includingstatements, in each caseincluding all related notes and schedules, any notes thereto) contained in the Company Acquiror SEC Reports are correct in all material respects, (or incorporated by reference therein) fairly present fairly the consolidated financial condition position of Acquiror and operating Acquiror Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Acquiror and Acquiror Subsidiaries for the Company as of the date(s) and during the period(s) periods indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be noted therein) and subject in the most recent case of interim financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPnormal year-end adjustments.

SEC Filings; Financial Statements. The Company (a) In the past two (2) years, Purchaser has filed with, or otherwise transmitted to, the SEC all forms, reports reports, schedules, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required by it to be filed with or otherwise transmitted to (as applicable) the SEC (such documents, the “Company SEC Reports”) required to be filed by it with ), and such SEC Reports are available on the Securities and Exchange Commission (the “SEC”)’s website through XXXXX. As of any datetheir respective dates, each of the Company will be deemed to have timely filed a report if (a) it complies SEC Reports complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of all applicable Laws, including the Securities Act or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the respective rules and regulations promulgated thereunder, and (ii) did not, at each as in effect on the time they were date so filed, or, if amended. Except to the extent amended or superseded by a subsequent filing with the SEC, as of their respective dates (and if so amended or superseded, then on the date of such amendmentsubsequent filing), contain 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 or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Purchaser relating to the SEC Reports. Purchaser has heretofore made available to the Company, through XXXXX or otherwise, true, correct and complete copies of all material written correspondence between Purchaser and the SEC. None of the SEC Reports is, to the Knowledge of Purchaser, the subject of ongoing SEC review. None of Purchaser’s Subsidiaries is required to file any reports or other documents with the SEC. (b) The financial statements (including, including in each case, any all cases the notes thereto, if any) contained of Purchaser and its Subsidiaries included in the Company SEC Reports are correct (i) in all material respects, were prepared consistent with the books and records of Purchaser and its Subsidiaries, (ii) in all material respects, present fairly the consolidated financial condition position of Purchaser and operating results of the Company its Subsidiaries as of the date(srespective dates thereof and the consolidated results of operations and cash flows of Purchaser and its Subsidiaries for the periods thereof, (iii) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the ; provided, that, any unaudited, interim period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does need not have any material liability (whether accrued, contingent include footnote disclosures and other presentation items or otherwise) other than liabilities not of the type year-end adjustments that are required by GAAP to be reflected or reserved included in year-end financial statements, and (iv) comply in all material respects with the applicable accounting requirements of the SEC, the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (c) Purchaser maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act, and such disclosure controls and procedures are designed to ensure that all material information concerning Purchaser is made known on a balance sheet prepared in accordance timely basis to the individuals responsible for the preparation of Purchaser’s filings with GAAPthe SEC and other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2004 (all such forms, reports, statements, certificates and other documents filed since January 1, 2004, collectively, the “SEC Reports”). As Each of any datethe SEC Reports, the Company will be deemed as amended, complied as to have timely filed a report if (a) it complies form in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did noteach as in effect on the date so filed. None of the SEC Reports contained, at the time they were filed, or, if when filed as finally amended, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of the date hereof, to the Knowledge of the Company, there are no outstanding or unresolved comments from the SEC and none of the SEC Reports is the subject of any ongoing review by the SEC. (b) The audited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006 filed with the SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) Generally Accepted Accounting Principles in all material respects applied on a consistent basis throughout the period periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated. Except as set forth The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the most recent financial statements contained in Company’s quarterly reports on Form 10-Q filed with the Company SEC Reportssince January 1, the Company does not 2007 have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet been prepared in accordance with GAAPGenerally Accepted Accounting Principles in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated (subject to normal period-end adjustments). (c) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) The Company has designed disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under its supervision, to ensure that all information required to be disclosed by the Company in the reports that it files under the Exchange Act, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents within the time periods specified in the rules and forms of the SEC. (e) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (f) As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certification and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise furnished (as applicable), all material forms, reports reports, statements, schedules and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2019 (together with any amendments thereto and all exhibits and schedules thereto and documents (incorporated by reference therein, collectively, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any datethe 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, as of the date of filing of such amendment), the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may beAct, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or amended, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading as of its filing date or amendment date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports are correct was prepared, in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. periods indicated (except as may be indicated in the notes thereto) and each fairly presented, in all material respects, the consolidated financial position, 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), in each case in accordance with GAAP, except as may be noted therein. (c) Except as and to the extent set forth in the consolidated financial statements of the Company and its Subsidiaries (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 18, 2022 or otherwise disclosed by the Company in current reports on Form 6-K, 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) that would be required by GAAP to be reflected in the consolidated financial statements of the Company, except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since the date of the most recent financial statements contained balance sheet included in the Company SEC Reports, (B) incurred pursuant to this Agreement or in connection with the Transactions, or (C) that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Other than those disclosed in the Company does not have any SEC Reports, (i) the Company is in compliance, in all material liability (whether accruedrespects, contingent or otherwise) other than liabilities not with all provisions of the type Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) which are applicable to it, (ii) the Company has established and maintains disclosure controls and procedures required by GAAP Rule 13a-15 or Rule 15d-15 under the Exchange Act to ensure that all material information concerning the Company and its Subsidiaries required to be reflected or reserved included in reports filed under the Exchange Act is made known on a balance sheet prepared timely basis to the individuals responsible for the preparation of the Company’s SEC filings 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 best 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. 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. (e) 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) require the 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, (iv) provide reasonable assurance that receipts and expenditures of the Company are permitted only in accordance with appropriate authorization, (v) 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 (vi) 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. The Company has timely filed (subject to 12b-25 filings with respect to certain periodic filings) all reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC pursuant to the reporting requirements of the Exchange Act (as hereinafter defined) (all of the foregoing and Exchange Commission (all other documents filed with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SECSEC Filings”). As of any date, The SEC Filings are available to the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under Buyers via the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items XXXXX system. As of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under their respective dates, the Securities Act. The Company SEC Reports (i) were prepared Filings complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did notnone of the SEC Filings, at the time they were filedfiled with the SEC, or, if amended, as of the date of such amendment, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Company’s SEC Filings with the SEC (the “Financial Statements”) for the year ended June 30, 2009 and the period from June 30, 2009 to March 31, 2010 and any subsequent interim period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC since January 1, 1998 (collectively, including any exhibits or schedules thereto, and Exchange Commission (documents incorporated by reference therein, the “SEC”"SEC Reports"). As of any datetheir respective dates and, if amended, as of the date of the last such amendment, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amendedamended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct complies as to form in all material respects, present fairly respects with applicable accounting requirements and the financial condition rules and operating results regulations of the Company as of the date(s) SEC with respect thereto and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicated. periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) Except as and to the extent set forth in on the most recent financial statements contained in consolidated balance sheet of the Company SEC Reportsand the consolidated Subsidiaries as at December 31, 1999, including the notes thereto, neither the Company does not have nor any material Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type that would be required by GAAP to be reflected or reserved on a balance sheet sheet, or in the notes thereto, prepared in accordance with GAAP, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since December 31, 1999 or (ii) that do not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents (the “Company SEC Reports”) required to be filed by it with the Securities SEC under Section 13, 14(a) and 15(d) of the Exchange Commission (Act for the “SEC”)one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company filed SEC Reports (i) were prepared complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934Act, and, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at of the time they were filed, or, if amended, as none of the date of such amendment, contain filed SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct the subject of an ongoing SEC review. The Company is not, and never has been, an issuer identified in Rule 144(i)(1). (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects, respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present fairly in all material respects the consolidated financial condition and operating results position of the Company as of the date(s) and during the period(s) indicated thereindates indicated, and have been prepared the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the period indicatedperiods therein specified (unless otherwise noted therein). Except as set forth in the most recent financial statements contained in Financial Statements filed prior to the Company SEC Reportsdate of this Agreement, the Company does has not have incurred any material liability (whether accruedliabilities, contingent or otherwise, except (i) other than those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not of the type required by under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or reserved on in the aggregate, have had or would reasonably be expected to have a balance sheet prepared in accordance with GAAPMaterial Adverse Effect.

SEC Filings; Financial Statements. The Company (a) Since September 30, 1996, Parent has filed with the SEC all forms, reports and other documents (the “Company "SEC Reports”") required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act of 1933 (the "Securities Act. The Company SEC Reports (i") were prepared in accordance with either and the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, . As of their respective dates or, if amended, as of the date of such latest amendment, the SEC Reports (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the financial statements misleading and (including, in each case, any notes theretob) contained in the Company SEC Reports are correct complied in all material respectsrespects with the Exchange Act and the Securities Act, present fairly as the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated thereincase may be, and the rules and regulations thereunder. The financial statements included in the SEC Reports have been prepared from, and are in accordance with, the books and records of Parent and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout during the period indicatedperiods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated subsidiaries as of the respective dates thereof, subject, in the case of unaudited statements, to normal recurring year-end adjustments and the absence of footnotes. (b) Except with respect to information relating to the Company and its subsidiaries or the transactions contemplated hereby, the Draft S-1 (a) does 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 therein, in light of the circumstances under which they were made, not misleading and (b) complies in all material respects with the Securities Act and the rules and regulations thereunder. Except It is understood that such Draft S-1 may be changed as a result of, among other things, comments from the SEC, market and other conditions, the passage of time and the occurrence of events, and that the fact of such change shall not, in itself, suggest that the Draft S-1 did not meet the standards set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPimmediately preceding sentence.

SEC Filings; Financial Statements. (a) The Company has filed filed, furnished or otherwise transmitted all forms, reports reports, statements, certifications and other documents (the “Company SEC Reports”including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2007 (all such forms, reports, statements, certificates and other documents filed or furnished since January 1, 2007, collectively, the “SEC Reports”). As Each of any datethe SEC Reports, as amended prior to the Company will be deemed to have timely filed a report if (a) it complies date of this Agreement, complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did noteach as in effect on the date filed with the SEC or the date of the latest amendment thereto filed with or furnished to the SEC, at as the time they were filedcase may be. None of the SEC Reports contained, when filed or furnished or, if amendedamended prior to the date of this Agreement, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each None of the Company’s subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The audited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2008 furnished to the SEC Reports are correct complied as to form in all material respects, present fairly respects with the financial condition applicable accounting requirements and operating results the published rules and regulations of the Company SEC with respect thereto in effect at the time of filing or, if amended prior to the date of this Agreement, as of the date(s) and during the period(s) indicated therein, and date of such amendment; have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period periods involved (except as may be indicated in the notes thereto); and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated statements of operations and comprehensive income, cash flows and changes in shareholders’ equity for the periods indicated. Except as set forth The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the most recent financial statements contained Company’s Reports on Form 6-K furnished to the SEC since December 31, 2008 complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of furnishing or, if amended prior to the date of this Agreement, as of the date of such amendment; have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and fairly present in all material respects the consolidated financial position of the Company SEC Reportsand its subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods indicated (subject to normal period-end adjustments). (c) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Company does has been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE AMEX Equities Exchange (formerly the American Stock Exchange). To the knowledge of the Company, as of the date of this Agreement, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC investigation or outstanding SEC comment. The Dataroom contains correct and complete copies of all material correspondence between the SEC and the Company. (d) Except as would not have a Material Adverse Effect, the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (y) disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material liability respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud or allegation of fraud within the knowledge of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (e) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2008 (or the notes thereto) included in the Company’s Annual Report on Form 20-F furnished to the SEC prior to the date of this Agreement for the fiscal year ended December 31, 2008 or in the Company’s Report on Form 6-K furnished to the SEC on August 6, 2009 for the quarter and six months ended June 30, 2009, (ii) for liabilities or obligations incurred or payable in connection with the transactions contemplated by this Agreement, (iii) for liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement, and (iv) for liabilities and obligations incurred in the ordinary course of business since June 30, 2009, neither the Company nor any subsidiary of the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise) otherwise and whether due or to become due, other than liabilities not of those that would not, individually or in the type required by GAAP to be reflected or reserved on aggregate, have a balance sheet prepared in accordance with GAAPMaterial Adverse Effect.

SEC Filings; Financial Statements. The Company (a) AMP has filed all formsmade available to China Digital a correct and complete copy, reports or there has been available on XXXXX, copies of each report, registration statement and documents (the “Company SEC Reports”) required to be definitive proxy statement filed by it AMP with the Securities and Exchange Commission (the “SEC”) for the 36 months prior to the date of this Agreement (the “AMP SEC Reports”), which, to AMP’s knowledge, are all the forms, reports and documents filed by AMP with the SEC for the 36 months or applicable period prior to the date of this Agreement. As of any datetheir respective dates, to Seller’s knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company AMP SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such AMP SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company AMP SEC Reports are correct comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto) and each fairly presents in all material respects the financial position of AMP at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were or are subject to normal adjustments which were not or are not expected to have a material adverse effect upon the Company SEC Reportsbusiness, the Company does not have any material liability prospects, management, properties, operations, condition (whether accrued, contingent financial or otherwise) other than liabilities not or results of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPoperations of AMP (“Material Adverse Effect”).

SEC Filings; Financial Statements. (a) The Company has made available to AeroGrow a correct and complete copy of each report, registration statement and definitive proxy statement filed by the Company with the SEC for the 36 months prior to the date of this Agreement (the "Company SEC Reports"), which, to the Company's knowledge, are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it the Company with the Securities and Exchange Commission (SEC for the “SEC”)36 months prior to the date of this Agreement. As of any datetheir respective dates, to the Company's knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent set forth in the preceding sentence, the Company makes no representation or warranty whatsoever concerning the Company SEC Reports as of any time other than the time they were filed. (b) To the Company's knowledge, each set of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Company SEC Reports, taken as a whole. (c) the Company does has previously furnished to AeroGrow a complete and correct copy of any amendments or modifications, which have not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of yet been filed with the type SEC but which are required by GAAP to be reflected filed, to agreements, documents or reserved on a balance sheet prepared in accordance other instruments which previously had been filed by the Company with GAAPthe SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Company has filed all reports, schedules, forms, reports registration statements and other documents (the “Company SEC Reports”) required to be filed by it the Company with the Securities SEC under the Exchange Act from and after December 31, 2007, each of which, as of its respective date, complied as to form in all material respects with the Exchange Commission Act (except if, and to the “SEC”extent that, such Company SEC Document was subsequently amended, superseded or supplemented by a filing made prior to the date hereof). As No Subsidiary of any date, the Company will be deemed is required to have timely filed a report if (a) it complies make any filings with the requirements for an extension of the time for filing such report SEC under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Exchange Act. The No Company SEC Reports Document contained, when filed (i) were prepared in accordance with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, orand, if amended, as of superseded or supplemented by a filing made prior to the date hereof, then on the date of such amendmentfiling), contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC staff with respect to any Company SEC Documents. (b) The audited and unaudited consolidated financial statements (including, in each case, any notes theretoincluding the related notes) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company Documents as of their respective dates (and, if amended, superseded or supplemented by a filing made prior to the date(sdate hereof, then on the date of such filing) and during (the period(s“Company Financial Statements”) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth specifically indicated in the most recent notes thereto) and fairly present, in all material respects, as of their respective dates and for the respective periods covered thereby, the consolidated financial statements contained position, consolidated results of operations and consolidated changes in cash flows of the Company and its consolidated Subsidiaries, except, in the case of unaudited financial statements, subject to normal year-end audit adjustments and for the absence of footnotes. (c) The Company SEC Reportsand its Subsidiaries are in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), that are applicable to the Company does not have any and its Subsidiaries. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 or 15d-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material liability (whether accruedinformation required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, contingent or otherwise) other than liabilities not processed, summarized and reported within the time periods specified in the rules and forms of the type SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required by GAAP disclosure and to be reflected or reserved on a balance sheet prepared make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and all such required certifications have been made. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in accordance compliance with GAAPthe requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2009, and such assessment concluded that such controls were effective. (d) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”).

SEC Filings; Financial Statements. (a) The Company’s Common Stock is registered under Section 12 of the Exchange Act. The Company has filed or furnished, as applicable, all forms, statements, certifications, reports and documents (the “Company SEC Reports”foregoing materials, including the exhibits thereto and documents incorporated by reference therein) required to be filed or furnished by it with the SEC under the Exchange Act or the Securities and Exchange Commission Act for the two years preceding the date hereof (the “SECSEC Reports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, (as the case may be) and, and the rules and regulations promulgated thereunder, and (ii) did not, at as of the time they were filed, or, if amended, as none of the date of such amendment, contain SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each As used in this Section 3.8, 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. The Company satisfies the registrant requirements for the use of a registration statement on Form S-3 to register the Shares and the Warrant Shares for resale by the Purchasers under the Securities Act. (b) The financial statements of the financial statements (including, in each case, any notes thereto) contained Company included in the Company SEC Reports are correct Reports, together with the related notes and schedules (collectively, the “Financial Statements”), fairly present in all material respects, present fairly respects the financial condition and operating results position of the Company as of the date(s) and during the period(s) indicated thereindates indicated, and have been prepared the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the period indicatedperiods therein specified. Except as set forth in the most recent financial statements contained in Financial Statements filed prior to the Company SEC Reportsdate hereof, the Company does has not have incurred any material liability (whether accruedliabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) other than liabilities not with past practices since the date of such Financial Statements, none of which, individually or in the type required by GAAP aggregate, have had or would reasonably be expected to be reflected or reserved on have a balance sheet prepared in accordance with GAAPMaterial Adverse Effect.

SEC Filings; Financial Statements. (A) The Company has delivered to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC and will deliver to Parent accurate and complete copies of all formssuch registration statements, reports proxy statements and other statements, reports, schedules, forms and other documents filed after the date of this Agreement and prior to the Effective Time (collectively, the “Company "COMPANY SEC Reports”) DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the Securities and Exchange Commission (the “SEC”)SEC have been so filed. As of any date, the Company will be deemed to have timely time it was filed a report if (a) it complies with the requirements for an extension SEC (or, if amended or superseded by a later filing, then on the date of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing): (i) were prepared each of the Company SEC Documents filed with the SEC complied in accordance all material respects with either the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, (as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain filing and any Company SEC Documents filed after the date hereof will so comply; and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated state therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (B) The consolidated financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports are correct Documents filed with the SEC (the "COMPANY FINANCIAL STATEMENTS"): (i) complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the period indicated. Except periods covered (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and other information required for complete financial statements), and (iii) fairly present the consolidated financial position of the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not and its subsidiaries as of the type required by GAAP to be reflected or reserved on respective dates thereof and the consolidated results of operations of the Company and its subsidiaries for the periods covered thereby. All adjustments (consisting of recurring accruals) considered necessary for a fair presentation of the financial statements have been included. The audited consolidated balance sheet prepared of the Company and its subsidiaries included in accordance with GAAP.the Company's Annual Report on Form 10-K for the year ended December 31, 1997 is sometimes referred to herein as the "COMPANY BALANCE SHEET" and the unaudited 7

SEC Filings; Financial Statements. The Company Purchaser has filed all forms, reports reports, statements and documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since June 30, 1997 (the “SEC”"Purchaser SEC Reports"). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Purchaser SEC Reports (i) were each prepared in accordance with either with, and at the time of filing complied in all material respects with, the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, not at the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Purchaser SEC Reports constitute all the documents required to be filed by Purchaser under Section 13 of the Exchange Act with the SEC since June 30, 1997. None of the Purchaser's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements (including, in each case, any notes thereto) contained included in the Company Purchaser SEC Reports are correct (the "Purchaser Financial Statements") (w) were prepared in all material respectsaccordance with the books of account and other financial records of the Purchaser, (x) present fairly the consolidated financial condition and operating results of operations of the Company Purchaser as of the date(sdates thereof or for the periods covered thereby, (y) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a basis consistent basis throughout with the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not past practices of the type required by GAAP to be reflected Purchaser and (z) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Purchaser and the results of the operations of the Purchaser as of the dates thereof or reserved on a balance sheet prepared in accordance with GAAPfor the periods covered thereby.

SEC Filings; Financial Statements. The Company has filed all (a) All reports, schedules, forms, reports statements and other documents (the “Company SEC Reports”including exhibits and all other information incorporated therein) required to be filed by it the Company with the SEC (or furnished by the Company to the SEC), under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act, since January 1, 2018 and Exchange Commission prior to the date hereof (and without giving effect to any amendment to any such document filed on or after the date hereof) (the “SECCompany SEC Documents”)) have been filed with the SEC on a timely basis. As of any datethe time it was filed with, or furnished to, the Company will be deemed SEC (or, if amended or superseded by a filing prior to have timely filed a report if (a) it complies with the requirements for an extension date of this Agreement, then on the time for filing date of such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports filing), (i) were prepared each of the Company SEC Documents complied as to form, in accordance all material respects, with either the applicable requirements of the Securities Act or the Securities Exchange Act, the Sxxxxxxx-Xxxxx Act, and the Dxxx-Xxxxx Act of 19342010, as amended, as the case may be, and the rules and regulations promulgated thereunder, ; and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the . (b) The consolidated financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports are correct Documents (i) complied as to form, in all material respects, present fairly with the financial condition published rules and operating results regulations of the Company as of the date(sSEC applicable thereto; (ii) and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. Except periods covered (except as set forth may be indicated in the most recent notes to such financial statements contained or, in the Company SEC Reportscase of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that were not or will not be material in amount or effect); and (iii) fairly present, in all material respects, the Company does not have financial position of the Acquired Companies as of the respective dates thereof and the results of operations of the Acquired Companies for the periods covered thereby. No financial statements of any material liability (whether accrued, contingent or otherwise) Person other than liabilities not of the type Acquired Companies are required by GAAP to be reflected included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2018 has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or reserved timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Companies that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and 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. Based on its evaluation of internal controls over financial reporting for the quarter ended June 30, 2020, the Company’s management has disclosed to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect, in any material respect, the Company’s ability to report financial information and (B) any fraud or allegations of 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, and each such significant deficiency, material weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. The Company and each other Acquired Company has substantially addressed any such significant deficiency, material weakness or fraud. (d) The Company maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is in compliance in all material respects with all current listing requirements of the New York Stock Exchange. (e) None of the Acquired Companies has effected, entered into, created or become a party to, or has committed to effect, enter into, create or become a party to, any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any other Acquired Company in the Company’s published financial statements or other Company SEC Documents. (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. (g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof, none of the Acquired Companies has outstanding, or has arranged any outstanding, “extension of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (h) As of the date of this Agreement, the Acquired Companies do not have any Liabilities, of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except for (i) Liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents; (ii) Liabilities incurred in the ordinary course of business since the date of the Most Recent Balance Sheet that are not, individually or in the aggregate, material in amount or nature; (iii) Liabilities that have not had, individually or in the aggregate, a Material Adverse Effect; (iv) Liabilities pursuant to executory Contracts to which any Acquired Company is a party to the extent such executory Contracts have been provided to Parent or Acquisition Sub prior to the date hereof; or (v) Liabilities and obligations incurred in connection with the transactions contemplated by this Agreement.

SEC Filings; Financial Statements. The Company (a) Xxxxxx has timely filed all forms, reports reports, statements and documents (collectively, the “Company "SEC Reports”") required to be filed by it within the past twelve months with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Reports, after giving effect to any amendments thereto, (i) were prepared in accordance with either the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, thereunder and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Xxxxxx is currently required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i) are correct in all material respects, accordance with the books and records of Xxxxxx; (ii) present fairly and accurately the financial condition and operating results of the Company Xxxxxx, as of the date(sdates of the balance sheets; (iii) present fairly and during accurately the period(sresults of operations for the periods covered by such statements; (iv) indicated therein, present fairly and accurately the changes in stockholders' equity and cash flows for the periods covered by such statements; (v) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout basis; (vi) include all adjustments (consisting of only normal recurring accruals which are necessary for a fair presentation of the period indicated. financial condition of Xxxxxx, and of the results of operations of Xxxxxx for the periods covered by such statements; and (vii) fully comply with all requirements of Regulation S-X and all applicable securities laws, and each fairly presented the financial position, results of operations and changes in stockholders' equity and cash flows of Xxxxxx and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein. (c) Except as to the extent set forth in on the most recent audited consolidated balance sheet of Xxxxxx as of June 30, 2000, including the notes to the audited financial statements contained of which such balance sheet is a part and which is included in Xxxxxx'x Form 10-KSB for the Company SEC Reportsyear ended June 30, 2000 (the Company does not have "Xxxxxx Balance Sheet"), neither Xxxxxx nor any material of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type which would be required by GAAP to be reflected or reserved on a balance sheet sheet, or in the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis. (d) Xxxxxx has heretofore made available to Emergisoft, true, complete and correct copies of all amendments and modifications (if any) that have not been filed by Xxxxxx with the SEC to all agreements, documents and other instruments that previously had been filed by Xxxxxx as exhibits to the SEC Reports and are currently in effect.

SEC Filings; Financial Statements. (a) The Company has made available to Eneco a correct and complete copy of each report, registration statement and definitive proxy statement filed by the Company with the SEC for the 36 months prior to the date of this Agreement (the "Company SEC Reports"), which, to the Company's knowledge, are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it the Company with the Securities and Exchange Commission (SEC for the “SEC”)36 months prior to the date of this Agreement. As of any datetheir respective dates, to the Company's knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such the Company SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent set forth in the preceding sentence, the Company makes no representation or warranty whatsoever concerning the Company SEC Reports as of any time other than the time they were filed. (b) To the Company's knowledge, each set of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports are correct complied as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Company SEC Reports, taken as a whole. (c) the Company does has previously furnished to Eneco a complete and correct copy of any amendments or modifications, which have not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of yet been filed with the type SEC but which are required by GAAP to be reflected filed, to agreements, documents or reserved on a balance sheet prepared in accordance other instruments which previously had been filed by the Company with GAAPthe SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and other documents (the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission SEC since January 1, 2010 (the “SECApplicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) at the time they were prepared filed, and if amended, as of the date of such amendment, complied as to form in accordance all material respects with either the applicable requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any form, report, statements, schedules or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except periods indicated (except as set forth may be indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP) and each fairly presents, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the most recent financial statements contained case of unaudited interim statements, to normal year-end audit adjustments which are not material in the Company aggregate and the exclusion of certain notes in accordance with the rules of the SEC Reports, relating to unaudited financial statements). (c) Neither the Company does not have nor any material liability Company Subsidiary has any liabilities of any nature (whether accrued, contingent absolute, fixed or otherwisecontingent), except liabilities (i) other than liabilities reflected, accrued or reserved against in the consolidated balance sheet included in its annual report filed on Form 10-K for the period ended December 31, 2012 (including the notes thereto), (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred in the ordinary course of business or (iv) that would not reasonably be expected to have a Company Material Adverse Effect. (d) As of the type date of this Agreement, there is no transaction, or series of similar transactions, agreements, arrangements or understandings, to which the Company or any Company Subsidiary was a party, that would be required to be disclosed under Item 404 of Reg S-K. (e) 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 maintains disclosure controls and procedures required by GAAP Rule 13a-15 or Rule 15d-15 under the Exchange Act that are designed to ensure that all material information concerning the Company and the Company Subsidiaries required to be reflected or reserved included in reports filed under the Exchange Act is made known on a balance sheet prepared timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. 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 accordance 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. 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 likely to materially affect, the Company’s internal control over financial reporting. (f) To the knowledge of the Company, neither the Company nor any Company Subsidiary nor any director, officer, agent, employee or affiliate of the Company or any Company Subsidiary acting on behalf of the Company or any Company Subsidiary has taken any action or failed to take any action that, directly or indirectly, (i) would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder (the “FCPA”), or any other applicable anti-bribery or anti-corruption law, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption law, or (ii) would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with GAAPthe Company or any Company Subsidiary, in order to induce such person to act against the interest of his or her employer or principal in violation of applicable Law.

SEC Filings; Financial Statements. The (a) Since January 1, 1996, the Company has filed all forms, reports reports, statements, schedules and other documents (the “Company "SEC Reports”") with the SEC required to be filed by it with pursuant to the Securities federal securities laws and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s SEC rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Actthereunder. The Company has delivered or made available to Buyer copies of all such SEC Reports Reports. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after the date hereof and prior to the Effective Time (the "Future SEC Reports"), (i) were and will be prepared in all material respects in accordance with either the requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, as the case may be, and the published rules and regulations promulgated of the SEC thereunder, each as applicable to such SEC Reports and such later filed Future SEC Reports and (ii) did not, at not and will not as of the time they were filed, or, if amended, as of the date of such amendment, filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained of the Company included in the Company SEC Reports are correct or any Future SEC Report has been, and in the case of any Future SEC Report will be, prepared in all material respectsrespects in accordance with the published rules and regulations of the SEC (including Regulation S-X) and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as otherwise stated in such financial statements, present including the related notes) and each fairly presents the consolidated financial condition position, results of operations and operating results cash flows of the Company and its consolidated subsidiaries as of at the date(s) respective dates thereof and during for the period(s) respective periods indicated therein, except as otherwise set forth in the notes thereto (subject, in the case of unaudited statements, to normal and have been recurring year-end adjustments). (c) Except as disclosed in Section 4.08(c) of the Company Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Reports, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of its subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent, determinable or otherwise) which, individually or in the aggregate, would be required to be disclosed in a balance sheet (or the footnotes thereto) of the Company prepared in accordance with United States generally accepted accounting principles except liabilities incurred in the ordinary and usual course of business and consistent with past practice, liabilities expressly incurred in connection with the Transactions and liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (“GAAP”d) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in Section 4.08(d) of the Company SEC ReportsDisclosure Schedule, none of the Company does not or any of its subsidiaries is indebted to any director, officer, partner, affiliate or associate (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses, in reimbursement of ordinary business expenses and directors' fees) and no such person is indebted to the Company or any of its subsidiaries, and since December 30, 2000, there have any material liability (whether accrued, contingent or otherwise) been no other than liabilities not transactions of the type required by GAAP to be reflected disclosed pursuant to Items 402 or reserved on 404 of Regulation S-K promulgated by the SEC. (e) The Company has heretofore furnished or made available to Buyer a balance sheet prepared in accordance complete and correct copy of any amendments or modifications which have not yet been filed with GAAPthe SEC to SEC Reports which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements. The Company (a) Wolf has made available to AISystems a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by Wolf with the Securities & Exchange Commission (“SEC”) for the thirty six (36) months prior to the date of this Agreement (the “Wolf SEC Reports”), which, to Wolf’s knowledge, are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it Wolf with the Securities and Exchange Commission SEC for the thirty six (36) months prior to the “SEC”)date of this Agreement. As of any datetheir respective dates, to Wolf’s knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Wolf SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Wolf SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each . (b) To Wolf’s knowledge, each set of the financial statements (including, in each case, any related notes thereto) contained in the Company Wolf SEC Reports are correct comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) the U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Wolf at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect taken as a whole. For purposes herein, “Material Adverse Effect” means any change, event, violation, inaccuracy, circumstance or effect that is, or could reasonably be expected to be, materially adverse to the business, assets, liabilities, financial condition, results of operations of Wolf and its Subsidiaries, if any, individually, or in the Company SEC Reportsaggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the Company does not have ability of Wolf to perform any of its obligations under this Agreement in any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAPrespect.

SEC Filings; Financial Statements. The Company (a) Integrated Media has timely filed all forms, reports reports, statements and documents (collectively, the “Company SEC Reports”) required to be filed by it within the past twelve months with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Reports, after giving effect to any amendments thereto, (i) were prepared in accordance with either the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, thereunder and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Integrated Media is currently required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i) are correct in all material respects, accordance with the books and records of Integrated Media; (ii) present fairly and accurately the financial condition and operating results of the Company Integrated Media, as of the date(sdates of the balance sheets; (iii) present fairly and during accurately the period(sresults of operations for the periods covered by such statements; (iv) indicated therein, present fairly and accurately the changes in stockholders’ equity and cash flows for the periods covered by such statements; (v) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout basis; (vi) include all adjustments (consisting of only normal recurring accruals which are necessary for a fair presentation of the period indicated. financial condition of Integrated Media, and of the results of operations of Integrated Media for the periods covered by such statements; and (vii) fully comply with all requirements of Regulation S-K and all applicable securities laws, and each fairly presented the financial position, results of operations and changes in stockholders’ equity and cash flows of Integrated Media and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein. (c) Except as to the extent set forth in on the most recent audited consolidated balance sheet of Integrated Media as of December 31, 2006, including the notes to the audited financial statements contained of which such balance sheet is a part and which is included in Integrated Media’s Form 10-KSB for the Company SEC Reportsyear ended December 31, 2006 (the Company does not have “Integrated Media Balance Sheet”), neither Integrated Media nor any material of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities not of the type which would be required by GAAP to be reflected or reserved on a balance sheet sheet, or in the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis. (d) Integrated Media has heretofore made available to TeleChem, true, complete and correct copies of all amendments and modifications (if any) that have not been filed by Integrated Media with the SEC to all agreements, documents and other instruments that previously had been filed by Integrated Media as exhibits to the SEC Reports and are currently in effect.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2016, Motor has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, certifications, statements and other documents (the “Company SEC Reports”) required to be filed or furnished by it with under the Securities Act or the Exchange Act, as the case may be (such documents and Exchange Commission (any other documents filed or furnished by Motor with/to the SEC, including any publicly filed supplements, modifications or amendments, collectively, the “SECMotor SEC Documents”). As of any date, their respective effective dates (in the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension case of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Motor SEC Reports (i) were prepared in accordance with either 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 Motor SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Motor SEC Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statement were made, not misleading. Each Motor has made all certifications and statements required by Sections 302 and 906 of the financial Xxxxxxxx-Xxxxx Act of 2002, as amended, with respect to the Motor SEC Documents and the statements (including, in each case, any notes thereto) contained in the Company SEC Reports are any such certifications were true and correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(sdate such certifications were made. As of the date hereof, neither Motor nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Motor from the SEC with respect to any of the Motor SEC Documents. As of the date hereof, to the Knowledge of Motor, none of the Motor SEC Documents is the subject of ongoing SEC review or investigation. (b) All of the audited consolidated financial statements and during unaudited consolidated interim financial statements of Motor and its consolidated Motor Subsidiaries included in the period(sMotor SEC Documents, including the related notes and schedules (collectively, the “Motor Financial Statements”), (i) indicated therein, and have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) the rules and regulations of the SEC with respect thereto and in accordance with GAAP applied on a consistent basis throughout during the period indicated. Except periods involved (except as set forth may be expressly indicated in the most recent financial statements contained notes thereto or, in the Company SEC Reportscase of interim financial statements, for normal and recurring year-end audit adjustments which are not expected to be material individually or in the Company does not have any aggregate), (ii) fairly present in all material liability (whether accruedrespects the consolidated financial position and the consolidated results of operations, contingent or otherwise) other than liabilities not cash flows and changes in stockholders’ equity of Motor and the consolidated Motor Subsidiaries as of the type required by GAAP dates and for the periods referred to therein (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end audit adjustments which are not expected to be reflected material individually or reserved on a balance sheet prepared in accordance the aggregate) and (iii) complied as to form in all material respects with GAAPthe applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing.

SEC Filings; Financial Statements. The (a) Chiste has made available to Company a correct and complete copy, or there has been available on EDGAR copies, of each report, rexxxxxation statement and definitive proxy statement filed by Chiste with the SEC for the 36 months prior to the date of this Agreement (the "Chiste SEC Reports"), which, to Chiste's knowledge, are all the forms, reports and documents (the “Company SEC Reports”) required to be filed by it Chiste with the Securities and Exchange Commission (SEC for the “SEC”)36 months prior to the date of this Agreement. As of any datetheir respective dates, to Chiste's knowledge, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company Chiste SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Chiste SEC Reports, and (ii) did not, not at the time they were filed, or, filed (and if amended, as amended or superseded by a filing prior to the date of this Agreement then on the date of such amendment, filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent set forth in the preceding sentence, Chiste makes no representation or warranty whatsoever concerning the Chiste SEC Reports as of any time other than the time they were filed. (b) To Chiste's knowledge, each set of financial statements (including, in each case, any related notes thereto) contained in Chiste SEC Reports, including each Chiste SEC Report filed after the Company SEC Reports are correct date hereof until the Closing, comply as to form in all material respects, present fairly respects with the financial condition published rules and operating results regulations of the Company as of the date(s) and during the period(s) indicated thereinSEC with respect thereto, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the period indicated. Except periods involved (except as set forth may be indicated in the most recent notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the financial position of Chiste at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements contained in were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Chiste taken as a whole. (c) Chiste has previously furnished to Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type but which are required by GAAP to be reflected filed, to agreements, documents or reserved on a balance sheet prepared in accordance other instruments which previously had been filed by Chiste with GAAPthe SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. The Acquiror has made available to the Company has filed all formseach statement, reports and documents report, registration statement (the “Company SEC Reports”) required to be filed by it with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and Exchange Commission other filing filed with the SEC by Acquiror since March 24, 1999 (collectively, the “SEC”"ACQUIROR SEC DOCUMENTS"). In addition, Acquiror has made available to the Company all exhibits to the Acquiror SEC Documents filed prior to the date hereof, and will promptly make available to the Company all exhibits to any additional Acquiror SEC Documents filed prior to the Closing Date. As of any datetheir respective filing dates, the Company will be deemed to have timely filed a report if (a) it complies Acquiror SEC Documents complied in all material respects with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Exchange Act or and the Securities Exchange Act of 1934, as amended, as the case may beAct, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as none of the date of such amendment, contain Acquiror SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. Each of the The financial statements (includingof Acquiror, in each case, any including the notes thereto) contained , included in the Company Acquiror SEC Reports are Documents (the "ACQUIROR FINANCIAL STATEMENTS") were complete and correct in all material respectsrespects as of their respective dates, present fairly complied as to form in all material respects with applicable accounting requirements and with the financial condition published rules and operating results regulations of the Company SEC with respect thereto as of the date(s) and during the period(s) indicated thereintheir respective dates, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a basis consistent basis throughout the period indicated. Except periods indicated and consistent with each other (except as set forth may be indicated in the most recent financial statements contained notes thereto or, in the Company SEC Reportscase of unaudited statements included in Quarterly Reports on Form 10-Qs, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not as permitted by Form 10-Q of the type required by GAAP SEC). The Acquiror Financial Statements fairly present the consolidated financial condition and operating results of Acquiror at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to be reflected or reserved on a balance sheet prepared in accordance with GAAPnormal, recurring year-end adjustments).

SEC Filings; Financial Statements. (a) The Company has filed made timely, all formsfilings required of it by the Securities Act or the Exchange Act (such filings, reports and documents (including the exhibits thereto, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any dateThe SEC Reports, at the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension later of the time for filing any of these became effective or were filed with the Commission, as the case may be, or as to any specific dates as of which such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared information was given in accordance such filings, complied in all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934Act, as amended, as the case may beapplicable, and the SEC’s rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, none of such documents as of the date dates of filing or effectiveness, or the specific dates such amendmentinformation was given in such filings, contain any as applicable, contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in the light of the circumstances under which they were made, not misleading. Each . (b) The Company and each of its subsidiaries maintain disclosure controls and procedures (as defined in SEC Rule 13a-15(e) under the Exchange Act) designed to ensure that the material information relating to the Company and its consolidated subsidiaries that is required to be disclosed by the Company and its subsidiaries in the reports they file or submit under the Exchange Act is collected and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial statements (includingofficers, in each caseas appropriate, any notes thereto) contained in the Company SEC Reports to allow timely decisions regarding required disclosure to be made, and such disclosure controls and procedures are correct effective in all material respects, present fairly respects to perform the functions for which they were established. (c) The consolidated financial condition and operating results statements of the Company and its consolidated subsidiaries included in the SEC Reports comply in all material respects with the SEC rules and regulations applicable thereto as in effect at the time of the date(s) and during the period(s) indicated therein, and filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the period indicated. Except periods involved (“GAAP”), except as set forth may be otherwise specified in such financial statements or the notes thereto, and except for the absence of footnotes in unaudited interim financial statements, which are subject to normal year-end adjustments, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject, in the most recent case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements contained (historical or pro forma) that are required to be included in the Company SEC Reports, the Reports that are not so included as required. The Company does not have any material liability liability, direct or contingent, that is not disclosed in the SEC Reports. (whether accrued, contingent or otherwised) other than liabilities not Since the date of the type required latest financial statements included in the SEC Reports, and except as disclosed in a subsequent SEC Report filed prior to the Closing, there has not been any event or development that has had, or which is reasonably expected to have, a material adverse effect on the (A) financial condition, results of operations, properties, business or prospects of the Company and its subsidiaries, taken as a whole, (B) the transactions contemplated by GAAP this Agreement or (C) the Company’s ability to be reflected or reserved on perform its obligations under this Agreement (a balance sheet prepared in accordance with GAAP“Material Adverse Effect”).

SEC Filings; Financial Statements. The (a) Except as set forth in SECTION 4.6(a) of the Disclosure Schedules, the Company has filed with the SEC all forms, reports reports, registration statements, proxy statements and other documents (the “Company SEC Reports”) and materials, together with any amendments required to be made with respect thereto, required to be filed by it with the Securities and Exchange Commission SEC since January 1, 2001 (collectively, the “SEC”"SEC Reports"). As of any date, the Company will be deemed to have timely filed a report if (aExcept as set forth in SECTION 4.6(a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports Disclosure Schedules with respect to clause (i) were prepared below, the SEC Reports, as of their respective dates (or as of the date of the last amendment thereof, if any such SEC Report was amended after the filing), (i) complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available to Parent copies of any comment letters received from the SEC and responses of the Company with respect thereto since January 1, 2001. No Company Subsidiary is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct comply as to form in all material respects, present fairly respects with the financial condition applicable accounting requirements and operating results published rules and regulations of the Company as of the date(s) SEC with respect thereto and during the period(s) indicated therein, and have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicatedperiods involved (except as may be indicated therein or in the notes thereto or in the case of unaudited financial statements as permitted by the Securities Act, the Exchange Act or Regulation S-X) and fairly present the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated results of operations and changes in stockholders' equity and cash flows of the Company and its Subsidiaries for the periods indicated (except in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act, the Exchange Act or Regulation S-X). Each of the Company and each of its Subsidiaries maintains internal control over financial reporting and disclosure controls and procedures required by Rule 13a-15 under the Exchange Act. (c) Except as set forth in the SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed SEC Reports"), the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Except as set forth in the most recent financial statements contained in the Company Filed SEC Reports, since March 31, 2004, the Company does and its Subsidiaries have not have incurred any material liability liabilities other than (whether accrued, contingent i) liabilities and obligations incurred in the ordinary course of business or otherwise(ii) other than liabilities or obligations that would not of the type required by GAAP reasonably be expected to be reflected or reserved on have a balance sheet prepared in accordance with GAAPMaterial Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed or otherwise furnished (as applicable) all forms, reports reports, statements, schedules and other documents required to be filed with or furnished to the SEC by the Company since November 8, 2017 (the “Applicable Date”) (the forms, reports, statements, schedules and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (the “SEC”). As of any date, the Company will be deemed to have timely filed a report if (a) it complies with the requirements for an extension of the time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the Securities Act. The Company SEC Reports (i) were prepared complied in accordance all material respects with either the requirements of the Securities Act or the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the period indicated. periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, 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), in each case in accordance with GAAP, Regulation S-X of the SEC and the rules and standards of the Public Company Accounting Oversight Board except as may be noted therein. (c) Except as and to the extent set forth in the most recent consolidated financial statements contained of the Company and its Subsidiaries (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on April 21, 2020 (the “2019 Annual Report”), no Group Company SEC Reportshas outstanding (i) any Indebtedness or any commitments therefor, the Company does not have or (ii) any material other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for Indebtedness or other liabilities or obligations (x) incurred in the ordinary course of business consistent with past practice since December 31, 2019, (y) incurred pursuant to this Agreement or in connection with the Transactions or (z) that would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Company has heretofore furnished to THL complete and correct copies of all material amendments and modifications that have not been filed with or furnished to the SEC by the Company to all agreements, documents and other than liabilities not instruments that previously had been filed with or furnished to the SEC by the Company and are currently in effect. (e) The Company has made available to THL all comment letters received by the Company from the SEC or the staff thereof since the Applicable Date and all responses to such comment letters submitted by or on behalf of the type Company. (f) The Company has timely filed all certifications and statements required by GAAP (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to be reflected any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Xxxxxxxx-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 reserved Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Group Companies is made known on a balance sheet prepared timely basis to the individuals responsible for the preparation of the Company’s SEC filings 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, the Company’s 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 the Applicable Date, 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. (g) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Group Companies maintain a system of internal control over financial reporting that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP and includes those policies and procedures that are sufficient to (i) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations, (ii) require the 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, (iv) provide reasonable assurance that receipts and expenditures of the Company are permitted only in accordance with appropriate authorization, (v) 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 (vi) 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. (h) Since the Applicable Date, no Group Company nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of any Group Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or its internal accounting controls, including any complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices. No attorney representing any Group Company, whether or not employed by it, has reported to the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Group Company or any officer, director, employee or agent of any Group Company to the Company Board or any committee thereof or to any director or officer of any Group Company. (i) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE.