Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and documents required to be filed with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company.

SEC Filings; Financial Statements. (a) 3.5.1. The Company has timely or within the extensions granted by the U.S. Securities and Exchange Commission (“SEC”), filed all required forms, reports, schedules, statements reports and documents required to be filed with the SEC since August 13becoming a SEC reporting company on September 19, 1999 2000, and (collectivelyexcept as set forth in Section 3.5.1 of Company Disclosure Schedule) has complied with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, each as in effect on the dates such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basiswere filed. The Company SEC Reports were prepared in accordancehas made available to the Purchaser accurate and complete copies (excluding copies of exhibits) of each report, registration statement and complied as of their respective filing dates in all material respects, definitive proxy statement filed by the Company with the requirements SEC between such date and the date of this Agreement (the “Company SEC Documents”). As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement each of a material fact or omit to state a 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 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 (i) Documents, including any financial statements or schedules included or incorporated by reference therein, complied in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (as the case may be). 3.5.2. The consolidated financial statements contained in the Company SEC Documents: (i) complied as to form in all material respects with the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) US generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) covered; and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations of Company and its operations and cash flows subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company has filed delivered to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13and will deliver to Parent accurate and complete copies of all such registration statements, 1999 (collectively, as such formsproxy statements and other statements, reports, schedules, statements forms and other documents have been amended since filed after the time date of their filingthis Agreement and prior to the Effective Time (collectively, the "Company SEC ReportsDocuments") pursuant ). All statements, reports, schedules, forms and other documents required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The by the Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements SEC have been so filed. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereoflater filing, then on the date of such filing): (i) contain each of the Company SEC Documents filed with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) as of the date of such 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 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 The consolidated financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents filed with the SEC (the "Company Financial Statements"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described in the notes thereto) not contain footnotes and other information required for complete financial statements), and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations of the Company and its operations and cash flows subsidiaries for the periods indicated, except that covered thereby. All adjustments (consisting of recurring accruals) considered necessary for a fair presentation of the unaudited interim financial statements have been included. The audited consolidated balance sheet of the Company and its subsidiaries included in 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 consolidated balance sheet of the Company and its subsidiaries as of June 30, 1998 included in the Company's Quarterly Report on Form 10-Q reports were or are subject for the quarter ended June 30, 1998 is sometimes referred to normal herein as the "Company Unaudited Interim Balance Sheet." All financial statements (including any related notes) contained in Company SEC Documents filed after the date hereof shall meet the conditions set forth in (i), (ii) and recurring year-end adjustments that have not been and are not expected to be material to the Company(iii) of this Section 2.4(b).

SEC Filings; Financial Statements. (a) The Company has filed listed in the Company Disclosure Schedule and has made available to Parent accurate and complete copies (excluding copies of exhibits) of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13June 14, 1999 1995 (collectively, as such formsthe "Company SEC Documents"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The by the Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements SEC have been so filed. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements 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 The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied in all material respects as to form with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept 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) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the notes thereto) aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its Subsidiaries for the periods indicatedcovered thereby. (c) Since June 30, except that 1997, the unaudited interim financial statements included Company and its Subsidiaries have not incurred any liabilities of the type required under GAAP to be recorded on a balance sheet or in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to footnotes thereto except liabilities incurred in the Companyordinary course of business.

SEC Filings; Financial Statements. Section 3.8.1 From the date of the filing of the Form 10-KSB (aas defined in Section 5.2 below) The until the Effective Time, the Company has filed will timely file all registration statements, prospectuses, forms, reports, schedulesdefinitive proxy statements, statements schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be (such filings, collectively with the SEC since August 13Form 10-KSB and the Company Form 8-K filed July 21, 1999 2003 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing“Form 8-K”), the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Filings”). Each Company SEC Reports have been filed Filing (A) as of its date, complied or shall comply in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the Regulations promulgated thereunder and (B) did not or shall not, at the time they were filed (it was or if amended or superseded by a filing prior to the date hereofis filed, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated 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 No Company Subsidiary is subject to the periodic reporting requirements of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SECExchange Act. (b) Section 3.8.2 Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and Filings was or will be, as the published Regulations of the SEC with respect theretocase may be, (ii) were prepared in accordance with GAAP applied (exceptexcept as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis throughout the periods involved indicated (except as may be expressly described indicated in the notes thereto) ), and (iii) each presented fairly present the consolidated financial position position, results of operations and cash flows of the Company and its the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein. The books and records of the Company and each Company Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements. Section 3.8.3 Except as and to the extent set forth on the consolidated results balance sheets of its operations the Company and cash flows for the periods indicatedconsolidated Company Subsidiaries as of December 31, except that the unaudited interim financial statements 2002, 2001, 2000, 1999, 1998 and 1997 included in the Company's Form 108-Q reports were K, including the notes thereto, none of the Company or are subject to normal and recurring year-end adjustments any consolidated Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred in the ordinary course of business since December 31, 2002 that have not been and are not would not, individually or in the aggregate, reasonably be expected to be (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Company Material Adverse Effect. Section 3.8.4 The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the CompanySecurities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Since January 1, 2010, the Company has filed or furnished on a timely basis all forms, reports, schedules, statements statements, certifications (including all exhibits, amendments and supplements thereto and all other information incorporated therein) and other documents with the SEC that have been required to be filed or furnished, respectively, by it under applicable Laws prior to the date hereof. As of the time it was filed with the SEC since August 13(or, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofAgreement Date, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The certifications and statements required by Rule 13a-14 of the Company's Subsidiaries has filedExchange Act, and Section 906 of the Xxxxxxxx-Xxxxx Act relating to the Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or is obligated superseded by a filing prior to filethe Agreement Date, any forms, reports, schedules, statements or other documents with then on the SECdate of such filing). (b) Each of the audited and unaudited consolidated The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, (ii) were prepared in accordance with GAAP throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) , 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, "Company Balance Sheet" means that consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2011 set forth in the Company's Annual Report on Form 10-K filed with the SEC and the "Company Balance Sheet Date" means December 31, 2011. No financial statements of any Person other than the Company and the Subsidiaries listed on Part 3.1(c) of the Company Disclosure Schedule are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company and its Subsidiaries have not been been, and are not expected being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to be material Parent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and Company, on the other hand, occurring since January 1, 2010, and prior to the Companydate hereof.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since August 138, 1999 2000 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on collectively, the “Company SEC Reports”). As of their respective dates, the Company SEC Reports (i) complied in all material respects in accordance with either 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, at the time they were filed, or, if amended, as of the date of such filing) 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. None of the Company's Subsidiaries has filedNo Company Subsidiary is required to file any form, or is obligated to file, any forms, reports, schedules, statements report or other documents document 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 (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP United States generally accepted accounting principles (except“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes theretoQ, Form 8-K or any similar or successor form) and (iii) each fairly present presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and its Subsidiaries consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that the unaudited interim financial statements included may not contain footnotes and as otherwise noted therein (subject, in the Company's Form 10-Q reports were or are subject case of unaudited statements, to normal and recurring year-end adjustments adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as at September 30, 2003, including the notes thereto, neither the Company nor any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that have would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business and in a manner consistent with past practice since September 30, 2003 which, individually or in the aggregate, could not been and are not reasonably be expected to be have a Company Material Adverse Effect. (d) The Company has made available to Parent or its counsel all comment letters received by the Company from the SEC or the staff thereof since January 1, 2000 and all responses to such comment letters filed by or on behalf of the Company. (e) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure that material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (f) The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company and the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) Since January 1, 2000, neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any written or formal complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, 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 Company Board or any committee thereof or to any director or officer of the Company. Since January 1, 2000, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Sxxxxxxx-Xxxxx Act of 2002. (h) To the knowledge of the Company, no employee of the Company or any Company Subsidiary 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. Neither the Company nor any Company Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Filings; Financial Statements. (a) The Company NDC has timely filed and made available to Source all forms, reports, schedules, statements and documents SEC Documents required to be filed with the SEC by NDC since August 13May 31, 1999 1993 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company NDC SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company ). The NDC SEC Reports have been filed (i) at the time filed, complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Act Securities Laws and the Securities Act other applicable Laws and the Regulations promulgated thereunder and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such NDC SEC Reports or necessary in order to make the statements thereinin such NDC SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or No NDC Subsidiary is obligated required to file, file any forms, reports, schedules, statements or other documents with the SECSEC Documents. (b) Each of the audited and unaudited consolidated financial statements NDC Financial Statements (including, in each case, any related notes theretonotes) contained in the Company NDC SEC Reports, including any NDC SEC Reports (i) filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable accounting requirements published rules and the published Regulations regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and (iii) fairly present presented in all material respects the consolidated financial position of the Company NDC and its Subsidiaries as 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-year- end adjustments that have which were not been and or are not expected to be material to the Companyin amount or effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, schedules, statements and documents required to be filed by it (A) with the SEC and the NNM since August 13November 1, 1999 1996 (collectively, as together with any such forms, reports, schedules, statements and documents have been amended since Company may file subsequent to the time of their filingdate hereof until the Closing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all (B) with any other Governmental Entities. Each Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were Report (i) was prepared in accordance, and complied as of their respective filing dates in all material respects, accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the Securities Act NNM, as the case may be, in substantially all respects and the Regulations promulgated thereunder and (ii) did not at the time they were it was filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated 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 Each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Company's Subsidiaries has filedExchange Act or required to file any form, or is obligated to file, any forms, reports, schedules, statements report or other documents document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, except as may be permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis throughout the periods involved indicated (except as may be expressly described indicated in the notes thereto) and (iii) fairly present each presented fairly, in all material respects, the consolidated financial position of the Company and its the consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that the unaudited interim financial statements included as otherwise noted therein (subject, in the Company's Form 10-Q reports were or are subject case of unaudited statements, to normal and recurring immaterial year-end adjustments adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that have not been and are not expected would be required to be material to reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the Companyordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, schedules, statements and documents required made available to be filed with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and Parent all Company SEC Reports have been filed Documents. The Company SEC Documents (i) at the time filed, complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Documents or necessary in order to make the statements thereinin such Company SEC Documents, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or No Company Subsidiary is obligated required to file, 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) notes), contained in the Company SEC Reports (i) complied Documents, including any Company SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP (except, except as may be indicated in the case of unaudited statements, as permitted by Form 10-Q of the SECnotes thereto) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present presented 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company.financial

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, 1999 (the "Parent SEC Documents"). All statements, reports, schedules, statements forms and other documents required to be have been filed by Parent with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been so filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects, the time it was filed with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (, and except as that unaudited financial statements may be expressly described not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the notes thereto) aggregate, be material in amount); and (iii) fairly present the consolidated financial position of the Company Parent and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows consolidated subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company has filed and made available to the Buyer all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since August 13, 1999 (collectively, as its inception. All such required forms, reports, schedules, statements reports and other documents have been amended since (including those that the time of their filing, Company may file after the date hereof until the Closing) together with any amendments thereto are referred to herein as the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all ." The Company SEC Reports have been (i) were or will be filed on a timely basis, (ii) were or will be prepared in compliance in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the Securities Act Exchange Act, as the case may be, and the Regulations promulgated rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company's Subsidiaries has filed, or Company is obligated required to file, file any forms, reports, schedules, statements reports or other documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes theretoand schedules) contained or to be contained in the Company SEC Reports (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or will fairly present the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated, consistent with the books and records of the Company and its Subsidiaries, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material in amount. The unaudited balance sheet of the Company as of September 30, 1999 is referred to herein as the Company"Company Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission ("SEC") since August 13January 1, 1999 1998 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations ). As of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or and if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing), (i) contain the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act"), as the case may be, and (ii) none of the Company 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. None of the Company's Subsidiaries has filedNo Company Subsidiary is required to file any form, or is obligated to file, any forms, reports, schedules, statements report or other documents document 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 (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10Regulation S-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes theretoX) and (iii) fairly present each presents fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and its the consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that the unaudited interim financial statements included as otherwise noted therein (subject, in the Company's Form 10-Q reports were or are subject case of unaudited statements, to normal and recurring year-end adjustments that have not been and which were not, or are not expected to be, material in amount). The balance sheet of the Company contained in the Company SEC Reports as of December 31, 2001 is hereinafter referred to as the "Company Balance Sheet." (c) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be material filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the CompanySecurities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by Parent with the SEC (collectively, with all formsinformation incorporated by reference therein or deemed to be incorporated by reference therein, the "Parent SEC Documents"). All statements, reports, schedules, statements forms and other documents required to be have been filed by Parent with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been so filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects, the time it was filed with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) none of the 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 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) ); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company Parent and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows consolidated subsidiaries for the periods indicated, except that covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyincluded.

SEC Filings; Financial Statements. (a) The Company has filed all All forms, reports, schedules, statements and other documents required to be filed by Borrower with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not Exchange Act since January 1, 2008 (collectively, the “Buyer SEC Reports”) (i) complied, at the time they were filed filed, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act and (or ii) did not, at the time they were filed, or, if amended or superseded by a filing prior to the date hereofamended, then on as of the date of such filing) 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. 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 The condensed consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Buyer SEC Reports (i) when filed complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (exceptexcept 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 Borrower as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyadjustments) in accordance with GAAP.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed by the Company with the SEC since August 13January 1, 1999 1994 (collectively, as such together with any forms, reports, schedules, statements reports and documents have been amended since filed by the time of their filingCompany with the SEC after the date hereof until the Closing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder). Each such report, and all Company SEC Reports have been filed when filed, complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act applicable rules and the Regulations promulgated regulations thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofand, then on the date as of their respective dates, none of such filing) contain 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 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 theretonotes) contained in the Company SEC Reports (i) complied as to form in all material respects with the applicable accounting requirements rules and the published Regulations regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretoto such financial statements) and (iii) fairly present presented the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicated, except that the unaudited interim financial statements included contained in the Company's any Company Quarterly Report on Form 10-Q reports (i) were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material in amount, and (ii) do not contain footnote disclosure. The unaudited balance sheet of the Company as of June 30, 1998 is referred to herein as the Company"Company Balance Sheet."

SEC Filings; Financial Statements. (a) The Since December 31, 2012, the Company has filed or furnished on a timely basis all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof. As of the time it was filed with the SEC since August 13(or, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofAgreement Date, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. None The certifications and statements required by Rule 13a-14 under the Exchange Act, and Section 906 of the Company's Subsidiaries has filedXxxxxxxx-Xxxxx Act relating to the Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or is obligated superseded by a filing prior to filethe Agreement Date, any forms, reports, schedules, statements or other documents with then on the SECdate of such filing). (b) Each of the The audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) of the Company and its consolidated Subsidiaries contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby, except all in accordance with GAAP. For purposes of this Agreement, “Company Balance Sheet” means that consolidated balance sheet of the unaudited interim financial statements included Company and its consolidated Subsidiaries as of December 31, 2014 set forth in the Company's ’s Annual Report on Form 10-Q reports were or are subject to normal K filed with the SEC, and recurring year-end adjustments that have not been and are not expected to be material to the Company“Company Balance Sheet Date” means December 31, 2014.

SEC Filings; Financial Statements. (a) The Company has filed on a timely basis all forms, reports, schedules, statements statements, filings and other documents required to be filed with the SEC that it has been required to file since August 13January 1, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and 2002 under the Securities Act and the Regulations promulgated thereunder Exchange Act (the “Public Filings”). Each of the Public Filings has complied with the Securities Act and did not at the time they were filed (Exchange Act in all material respects. None of the Public Filings, including any financial statements or if amended schedules included or superseded incorporated by a filing prior to the date hereofreference therein, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 The Company’s audited balance sheets as at December 31, 2003 and December 31, 2002 and the related statements of income, shareholders’ equity and cash flows for each of the audited three years in the period ended December 31, 2003 and unaudited consolidated financial statements (including, in each case, any the related notes thereto) contained in the Company SEC Reports (i) complied to all of said financial statements, all of which have heretofore been delivered or made available to Buyer, present fairly, in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (covered except as may be expressly described referred to in such financial statements, the notes thereto) and (iii) fairly present the consolidated financial position of the Company Company, and the results of operations and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedpresented therein as of, and for the periods ended on, the dates specified. (c) The unaudited financial statements of the Company included (or incorporated by reference) in the Public Filings of the Company have been prepared in accordance with U.S. GAAP and present fairly, in all material respects and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered except as referred to in such financial statements, the financial position of the Company, and the results of operations and its cash flows for the periods presented therein, subject to (i) normal year-end audit adjustments and (ii) any reclassification of such financial statements disclosed to the Buyer prior to the date hereof and set forth on Section 4.4(c) of the Disclosure Schedule. (d) The Management Accounts since January 1, 2005 through the Closing Date have been prepared consistently within the period covered by such Management Accounts and in accordance with GAAP and are reasonably accurate, taking into account the fact that the Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. The Management Accounts for the fiscal years ended December 31, 2003 and December 31, 2004 delivered to Buyer were prepared by the Company in good faith and in accordance with GAAP, taking into account the fact that such Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. (e) Attached as Exhibit 4.4 is a schedule (the “Net Debt Schedule”) that reflects in all material respects the amounts, in Euros, of Financial Debt, net of all cash and cash equivalents of the Company as at December 31, 2004 in accordance with U.S. GAAP (the “Net Debt”), derived from the Company’s unaudited interim financial statements included contained in the Company's ’s Report on Form 106-Q reports were or K filed on February 18, 2005. As at December 31, 2004, (i) the Company did not have any Financial Debt other than as set out in the Net Debt Schedule and (ii) aggregate amount of cash and cash equivalents of the Company was not less than the amount shown in the Net Debt Schedule. (f) The Company has kept all statutory books and shareholder ledgers required by Law to be kept by it and these (i) are subject to normal properly and recurring year-end adjustments that have not been accurately maintained in all material respects and are not expected in all material respects up to date; (ii) are in the possession or under the control of the Company; and (iii) no notice or allegation that any of them is incorrect or should be rectified has been received in the 12 months prior to the date of this Agreement. The Company’s accounting records are in its possession and are up to date and are properly complete, in all material respects. (g) Except as disclosed on Section 4.4(g) of the Disclosure Schedule, there are no undisclosed liabilities or obligations of any nature of the Company (whether accrued, contingent, absolute, determined, determinable or otherwise), whether due or to become due, which would result in a material liability to the Company and would be required to be material set forth in financial statements prepared in accordance with U.S. GAAP, other than (i) liabilities or obligations disclosed or provided for in the Public Filings filed prior to the Companydate hereof or disclosed in the notes thereto and (ii) liabilities or obligations incurred after December 31, 2004 by the Company in the ordinary course of business consistent with past practice.

SEC Filings; Financial Statements. (a) The Since January 1, 2019, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofAgreement Date) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No executive officer of the Company's Subsidiaries Company has filed, failed to make the certifications required of such executive officer under Section 302 or is obligated 906 of the Sxxxxxxx-Xxxxx Act with respect to file, any forms, reports, schedules, statements Company SEC Document filed or other documents furnished by the Company with the SECSEC since January 1, 2019. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act; and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods indicatedcovered thereby (except subject, except that in the case of the unaudited interim financial statements included in statements, to the Company's Form 10-Q reports were or are subject absence of footnote disclosure and to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person other than the consolidated Subsidiaries of the Company are required by GAAP to be material included in the consolidated financial statements of the Company. (c) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, Processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Since January 1, 2019, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. (d) No Acquired Company is party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in the Company’s published financial statements or other Company SEC Documents. (e) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. The Company is also in compliance in all material respects with all of the other applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (f) Since January 1, 2019, no Acquired Company nor, to the Knowledge of the Company, any Representative or auditor of any Acquired Company has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Acquired Company has engaged in questionable accounting or auditing practices. (g) There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company SEC Documents is the subject of ongoing SEC review. To the Knowledge of the Company, there are no SEC inquiries or investigations pending, or threatened, in each case regarding any accounting practices of the Company. (h) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 1997 and will deliver to the Company accurate and complete copies of all forms, such reports, schedules, registration statements and documents required definitive proxy statements filed after the date of this Agreement and prior to be the Effective Time (the "Parent SEC Documents"). As of the time it was filed with the SEC since August 13(or, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 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 The consolidated financial statements (including, in each case, including any related notes theretonotes) contained in the Company Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (, and except as that unaudited financial statements may be expressly described in the notes thereto) not contain footnotes and are subject to year-end audit adjustments); and (iii) fairly present in all material respects the consolidated financial position of the Company Parent and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, in a timely manner all forms, reportsstatements, schedulescertifications, statements reports and documents required to be filed or furnished by it with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of under the Exchange Act and or the Securities Act and for the Regulations promulgated thereunder and did not at year preceding the date hereof (the “SEC Reports”). As of the time they were it was filed with the SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) contain and, as of the latest time they were filed, amended, or superseded, as applicable, 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None 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. There are no material outstanding or unresolved comments in comments letters from the staff of the Company's Subsidiaries has filed, or is obligated SEC with respect to file, any forms, reports, schedules, statements or other documents with of the SECSEC Reports. (b) Each The financial statements of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained Company included in the Company SEC Reports (icollectively, the “Financial Statements”) complied fairly present in all material respects with applicable accounting requirements the financial position of the Company as of the dates indicated, and the published Regulations results of its operations and cash flows for the SEC with respect theretoperiods therein specified, (ii) were prepared all in accordance with GAAP United States generally accepted accounting principles (except“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) , 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments that adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified. Except as set forth in the Financial Statements filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such Financial Statements, none of which, individually or in the aggregate, have not been and are not had or would reasonably be expected to be material to the Companyhave a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company Parent has filed all forms, reports, schedules, statements reports and documents required to be filed with the SEC since August 13January 1, 1999 1997 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company PARENT SEC ReportsREPORTS") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company ). The Parent SEC Reports have been filed (i) were prepared in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyParent's Subsidiaries has filed, or subsidiaries is obligated required to file, file any forms, reports, schedules, statements reports or other documents with the SEC. The redacted sections of Parent's June 1998 Settlement Agreement with VISX, Inc. (which, as redacted, is filed with the Parent SEC Reports) contain no provisions that purport to limit, as between Parent and the Company, the operation of any non-redacted sections addressing the applicability of cross-licenses to third parties which acquire or are acquired by Parent. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were has been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally 25- accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents in all material respects the consolidated financial position of the Company Parent and its Subsidiaries 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material to the Companyin amount.

SEC Filings; Financial Statements. (a) The Since January 1, 2016, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 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 The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person other than the Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2015, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company 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 controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2016, and such assessment concluded that such controls were effective. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2015, or as specified in Part 3.1(c) of the Company Disclosure Schedule, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. (d) The Company has established and maintains, and since January 1, 2015, has maintained, disclosure controls and procedures as defined and required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance, and since January 1, 2015, has been in compliance, in all material respects with all current listing and corporate governance requirements of the NASDAQ Stock Market and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the Xxxxxxxx-Xxxxx Act. (e) Neither the Company nor any other Acquired Corporation is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any other Acquired Corporation 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. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters received and response letters submitted and other correspondence with the SEC with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or disseminated to the Company stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not 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 made therein, in light of the circumstances under which they were made, not misleading. (i) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not 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 made therein, in light of the circumstances under which they were made, not misleading. (ii) Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and documents required to be filed with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations . Except as disclosed in Section 2.07 of the SEC promulgated thereunderCompany Disclosure Schedule, and all as of their respective dates, the Company SEC Reports have been filed (i) complied as to form in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange United States Securities Act of 1933, as amended, and the SEC's rules and regulations thereunder (the "Securities Act Act") or the Exchange Act, as the case may be, and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or subsidiaries is obligated required to file, file any forms, reports, schedules, statements reports 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 (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) thereto or in the Company SEC Reports), and (iii) each fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material to the Companyin amount.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedulesregistration statements, proxy statements and documents (including all exhibits) required to be filed by it with the SEC since August 13December 31, 1999 2004 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis”). The Company SEC Reports were prepared in accordance(i) filed prior to the date of this Agreement were, and complied as of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last amendment or superseding filing dates prior to the date hereof, and (ii) filed on or after the date hereof, will be, as of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, in each case, prepared in all material respects, respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations promulgated thereunder. The Company SEC Reports (x) filed prior to the Regulations promulgated thereunder and date of this Agreement did not at as of their respective dates, or, if amended or superseded by a subsequent filing, as of the time they were date of the last such amendment or superseding filing prior to the date hereof, and (y) filed (on or after the date hereof will not as of their respective dates, or if amended or superseded by a filing prior to the date hereofsubsequent filing, then on as of the date of the last such amendment or superseding filing) , in each case, 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 To the knowledge of the Company's Subsidiaries has filed, or is obligated to fileas of the date hereof, any forms, reports, schedules, statements or other documents with the SECthere are no material unresolved SEC comments. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and Reports, each as amended prior to the published Regulations of the SEC with respect theretodate hereof, (ii) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (exceptexcept 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 its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, as permitted by Form 10-Q to normal and recurring year end adjustments). Except for matters reflected or reserved against in the consolidated balance sheet of the SEC) applied on a consistent basis throughout the periods involved Company as of March 31, 2007 (except as may be expressly described in or the notes thereto) included in the Company SEC Reports, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since March 31, 2007 in the ordinary course of business consistent with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement or (iii) fairly present have not had and would not reasonably be expected to have, individually or in the consolidated aggregate, a Material Adverse Effect. (c) The Company and its subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial position reporting and the preparation of financial statements for external purposes in accordance with GAAP. Each of the Company and its Subsidiaries subsidiaries (1) 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 material information relating to such entity and its subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as at appropriate to allow timely decisions regarding required disclosure and to make the respective dates thereof certifications required by the Exchange Act with respect to the Company SEC Reports, and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the consolidated results audit committee of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements included Board of Directors (A) any significant deficiencies in the Company's Form 10design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (d) The Company is in compliance in all material respects with the provisions of the Sxxxxxxx-Q reports were or Xxxxx Act of 2002 that are subject to normal and recurring year-end adjustments that have not been and are not expected to be material applicable to the Company.

SEC Filings; Financial Statements. (a) The Since January 1, 2017, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No executive officer of the Company's Subsidiaries Company has filed, failed to make the certifications required of him or is obligated her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to file, any forms, reports, schedules, statements Company SEC Document filed or other documents furnished by the Company with the SECSEC since January 1, 2017. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person other than the consolidated Subsidiaries of the Company are required by GAAP to be material to included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2017, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

SEC Filings; Financial Statements. (a) The Company TeleCorp has timely filed all forms, reports, schedules, statements and documents required to be filed by it with the SEC since August October 13, 1999 (collectively, with the Registration Statement on Form S-1 dated October 20, 1999, as such forms, reports, schedules, statements and documents have been amended since (the time of their filing"TeleCorp S-1"), the "Company TeleCorp SEC Reports") ------------ -------------------- pursuant to the federal Federal securities Laws and the Regulations of the SEC regulations promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company TeleCorp SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations rules and regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyTeleCorp'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 and schedules thereto) contained in the Company TeleCorp SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as to ---- the extent otherwise permitted by Form 10-Q of the SECQ) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company TeleCorp and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that subject in the unaudited case of interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyadjustments.

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13December 31, 1999 (collectively1997, as and all amendments thereto and will deliver to Parent accurate and complete copies of all such formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents have been amended since filed after the time date of their filingthis Agreement and prior to the Effective Time (collectively, the "Company SEC ReportsDocuments") pursuant ). All statements, reports, schedules, forms and other documents required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The by the Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements SEC have been so filed. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) as of the date of such 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 therein or necessary in order to make the statements 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 The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company.and

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise furnished (as applicable) all forms, reports, schedulesstatements, statements schedules and other documents required to be filed with or furnished to the SEC since August 13, 1999 by the Company (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") ”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the federal securities Laws Exchange Act (and to the Regulations of the SEC promulgated thereunder, and all extent such Company SEC Reports have been were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with either the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and the Regulations regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofthereunder, then each as in effect on the date of such filingso filed or effective, and (ii) did not contain any untrue statement of a material fact or omit 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 misleadingmisleading as of its filing date or effective date (as applicable). None As of the Company's Subsidiaries has filedOriginal Execution Date, there are no outstanding or is obligated unresolved comments received from the SEC staff with respect to file, any forms, reports, schedules, statements or other documents with the SECCompany SEC Reports. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP United States generally accepted accounting principles (“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 periods involved indicated (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents, in all material respects, the consolidated financial position position, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring 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 or to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the Original Execution Date. (c) Except as and to the extent set forth on the audited annual report of the Group Companies on Form 20-F filed with the SEC on April 27, 2017, including the notes thereto, 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 are required in accordance with GAAP to be disclosed or reflected or reserved in the consolidated financial statements of the Group Companies, except for Indebtedness or any commitments therefor or other liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2016, (B) incurred pursuant to the Original Merger Agreement, this Agreement or in connection with the Transactions, or (C) that do not, or would not reasonably be expected to, result in a Company Material Adverse Effect. (d) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are not expected currently in effect. (e) The Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company and each Group Company have established and maintain disclosure controls and procedures required by 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 material disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since December 31, 2014, 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 December 31, 2016, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-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 in accordance with GAAP. (g) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE). (h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type with respect to any Group Company that have not been described in the Company SEC Reports and no Group Company has any obligation to enter into any such arrangements. (i) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer or auditor of the Company or any of its Subsidiaries, has received or been informed of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material non-compliance by the Company with GAAP or the Exchange Act (including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices), which complaint, allegation, assertion or claim was not appropriately addressed or otherwise cured. 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 their respective officers, directors, employees or agents to the Company Board or any committee thereof.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has filed all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by Parent with the SEC since August 13December 31, 1999 1998 (collectively, as such formsthe "PARENT SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basisby Parent with the SEC since December 31, 1998 have been so filed. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects(or, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amendment or superseding filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 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 The financial statements (including, in each case, including any related notes theretonotes) contained in the Company Parent SEC Reports Documents (the "PARENT FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept 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) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the notes thereto) aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of the Company Parent and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company Parent has filed all forms, reports, schedules, registration statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed with by it under the SEC Exchange Act and the Securities Act since August 13September 1, 1999 1997 through the date of this Agreement (collectively, as including any such forms, reports, schedules, statements and documents have been amended since filed subsequent to the time date of their filingthis Agreement, the "PARENT SEC REPORTS") and the Parent has made available to the Company each Parent SEC Report. The Parent SEC Reports", including any financial statements or schedules included or incorporated by reference, (i) pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed comply in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and or the Securities Act or both, as the case may be, applicable to those Parent SEC Reports and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade in those Parent SEC reports, in the light of the circumstances under which they were made, not misleading. None No Parent Subsidiary is subject to the periodic reporting requirements of the Company's Subsidiaries has filed, Exchange Act or is obligated otherwise required to file, file any forms, reports, schedules, statements or other documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each of the audited and unaudited consolidated financial statements (including, included in each case, any related notes thereto) contained in or incorporated by reference into the Company Parent SEC Reports (iincluding the related notes and schedules) complied comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and (iii) fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended. (c) Except as and to the extent set forth on the consolidated balance sheet of the Parent and the consolidated Parent Subsidiaries as of March 31, 1999, including the related notes and except as set forth in the Parent SEC Reports filed prior to the date hereof, neither the Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in the related notes prepared in accordance with GAAP, except that the unaudited interim financial statements included for liabilities or obligations incurred since March 31, 1999 that, individually or in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that aggregate, have not been resulted and are could not reasonably be expected to be material to result in a Material Adverse Effect on the CompanyParent and except for liabilities or obligations under this Agreement and the transactions contemplated hereby.

SEC Filings; Financial Statements. (a) The During the Pre-Closing Period, the Company has filed shall file all forms, reports, schedules, statements and documents Company SEC Reports required to be filed with by the Company. Each Company SEC since August 13Report (i) shall be filed on a timely basis, 1999 (collectivelyii) shall comply, when filed, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed form in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Act and the Securities Act and the Regulations promulgated Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder and did not at the time they were filed (or if amended or superseded by a filing prior applicable to the date hereofsuch Company SEC Reports, then each as in effect on the date of such filingfiled, and (iii) shall not when filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in each such Company SEC Report or necessary in order to make the statements thereinin each such Company SEC Report, 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 theretoand schedules) to be contained in the Company SEC Reports to be filed pursuant to Section 6.15(a) above: (i) complied shall comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, ; (ii) were shall be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretoto such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q (or to the extent filed only on Form 8-K as permitted by Form 8-K) under the Exchange Act); and (iii) shall fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are shall be subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyin amount.

SEC Filings; Financial Statements. (a) The Since January 1, 2011, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant Documents complied, and each Company SEC Document to be filed subsequent to the federal securities Laws and the Regulations of the SEC promulgated thereunderdate hereof will comply, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the Company SEC Documents when filed or furnished contained, and each Company SEC Document filed subsequent to the date of such filing) contain hereof will not contain, 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 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 The financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were or will be prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present presented or will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be consolidated with the financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2010 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 timely detection of unauthorized acquisition, use or disposition of the assets of the Company 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 controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2012, 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, 2012. Since January 1, 2012, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. Any material change in internal controls over financial reporting and any significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be disclosed in any Company SEC Document or in any form, report or document filed by the Company with the SEC since January 1, 2010 has been so disclosed and each significant deficiency and material weakness previously so disclosed have been remediated. (d) The Company maintains and has since January 1, 2010 maintained, disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, any securitization transaction, off-balance sheet partnership, joint venture or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the 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. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing with the SEC, the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ii) Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Since January 1, 2019, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofAgreement Date) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No executive officer of the Company's Subsidiaries Company has filed, failed to make the certifications required of such executive officer under Section 302 or is obligated 906 of the Sxxxxxxx-Xxxxx Act with respect to file, any forms, reports, schedules, statements Company SEC Document filed or other documents furnished by the Company with the SECSEC since January 1, 2019. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (except subject, except that in the case of the unaudited interim financial statements included in statements, to the Company's Form 10-Q reports were or are subject absence of footnote disclosure and to normal and recurring year-end adjustments that have not been are not, individually or in the aggregate, material). (c) The Company has designed and are not expected maintains, and at all times since January 1, 2019 has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that all information required to be material disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of its internal control over financial reporting and disclosure controls and procedures prior to the date of this Agreement, 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 its internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any illegal act or 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. (d) The Company is not a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (e) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed with the SEC since August 13January 1, 1999, including its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1999 and December 31, 1998 respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company ). The SEC Reports have been filed (i) were prepared in accordance in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 required to file, file any forms, reports, schedules, statements or other documents reports with the SECSEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) and (iii) fairly present the consolidated financial position of the Company and its the Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows changes in financial position of the Company and the Subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and (which in the aggregate are not expected to be material in amount). (c) Except as (i) set forth in Schedule 4.5(c), (ii) disclosed in any SEC Report filed prior to the Companydate of this Agreement or (iii) incurred in the ordinary course of business consistent with past practice, and except for obligations incurred in connection with the transactions contemplated by this Agreement, or the Company Stock Option Agreement, neither the Company nor any of the Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed with the SEC and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended July 31, 1996, 1995 and 1994, (ii) its Quarterly Reports on Form 10-Q for the periods ended October 31, 1996 and January 31, 1997, (iii) all proxy statements relating to the Company's meetings of Shareholders (whether annual or special) since August 131, 1999 1993, (iv) all other reports or registration statements filed by the Company with the SEC, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations ). Except as disclosed in Section 2.7 of the SEC promulgated thereunderCompany Disclosure Schedule, and all the Company SEC Reports have been filed (i) were prepared in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, or subsidiaries is obligated required to file, file any forms, reports, schedules, statements reports 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 (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) ), and (iii) each fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and shareholders equity for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports may not include footnotes and were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material to the Companyin amount.

SEC Filings; Financial Statements. (a) The Company has filed and made available to the Buyer all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since August 13December 18, 1999 (collectively, as 1998. All such required forms, reports, schedules, statements reports and other documents have been amended since (including those that the time of their filing, Company may file after the date hereof until the Closing) are referred to herein as the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all ." The Company SEC Reports have been (i) were or will be filed on a timely basis, (ii) were or will be prepared in compliance in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the Securities Act Exchange Act, as the case may be, and the Regulations promulgated rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company's Subsidiaries has filed, or Company is obligated required to file, file any forms, reports, schedules, statements reports or other documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes theretoand schedules) contained or to be contained in the Company SEC Reports (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or will fairly present the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of the Company and its Subsidiaries, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material in amount. The unaudited balance sheet of the Company as of September 30, 1999 is referred to herein as the Company"Company Balance Sheet."

SEC Filings; Financial Statements. As used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all forms, reports, schedules, statements and documents SEC Documents as required to be filed with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, basis and complied as of their respective filing dates dates, the Company SEC Documents since December 31, 2015 complied in all material respects, respects with the requirements of the Exchange Act and the rules and regulations of the Securities Act and Exchange Commission (the Regulations “SEC”) promulgated thereunder thereunder, and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofnone of these Company SEC Documents, then on the date of such filing) contain when filed, 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 therein, therein in the light of the circumstances under which they were made, 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports Documents since December 31, 2015: (i) complied in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP (exceptgenerally accepted accounting principles applied on a consistent basis throughout the periods covered, except in the case of unaudited statements, statements as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (, and except as that unaudited financial statements may be expressly described in the notes thereto) not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise furnished (as applicable) all forms, reports, schedulesstatements, statements schedules and other documents required to be filed with or furnished to the SEC since August 13, 1999 by the Company (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") ”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the federal securities Laws Exchange Act (and to the Regulations of the SEC promulgated thereunder, and all extent such Company SEC Reports have been were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with either the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and the Regulations regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofthereunder, then each as in effect on the date of such filingso filed or effective, and (ii) did not contain any untrue statement of a material fact or omit 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 misleadingmisleading as of its filing date or effective date (as applicable). None As of the Company's Subsidiaries has fileddate of this Agreement, there are no outstanding or is obligated unresolved comments received from the SEC staff with respect to file, any forms, reports, schedules, statements or other documents with the SECCompany SEC Reports. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP United States generally accepted accounting principles (“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 periods involved indicated (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents, in all material respects, the consolidated financial position position, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring 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 or to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the date hereof. (c) Except as and to the extent set forth on the audited annual report of the Group Companies on Form 20-F filed with the SEC on April 27, 2017, including the notes thereto, 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 are required in accordance with GAAP to be disclosed or reflected or reserved in the consolidated financial statements of the Group Companies, except for Indebtedness or any commitments therefor or other liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2016, (B) incurred pursuant to this Agreement or in connection with the Transactions, or (C) that do not, or would not reasonably be expected to, result in a Company Material Adverse Effect. (d) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are not expected currently in effect. (e) The Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company and each Group Company have established and maintain disclosure controls and procedures required by 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 material disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since December 31, 2014, 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 December 31, 2016, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-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 in accordance with GAAP. (g) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE). (h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type with respect to any Group Company that have not been described in the Company SEC Reports and no Group Company has any obligation to enter into any such arrangements. (i) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer or auditor of the Company or any of its Subsidiaries, has received or been informed of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material non-compliance by the Company with GAAP or the Exchange Act (including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices), which complaint, allegation, assertion or claim was not appropriately addressed or otherwise cured. 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 their respective officers, directors, employees or agents to the Company Board or any committee thereof.

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13March 31, 1999 (collectively, as such formsthe "COMPANY SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basisby the Company with the SEC since March 31, 1999 have been so filed. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects(or, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amendment or superseding filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements 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 The financial statements (includingincluding related notes, in each case, any related notes theretoif any) contained in the Company SEC Reports Documents (the "COMPANY FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the notes thereto) aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, except "COMPANY BALANCE SHEET" means that consolidated balance sheet of the unaudited interim financial statements included Company and its consolidated subsidiaries as of March 31, 2001 set forth in the Company's Annual Report on Form 10-Q reports were or are subject to normal K filed with the SEC and recurring year-end adjustments that have not been and are not expected to be material to the Company"COMPANY BALANCE SHEET DATE" means March 31, 2001.

SEC Filings; Financial Statements. (a) The Discovery has delivered or made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of the SEC Reports. All statements, reports, schedules, statements forms and other documents required to be have been filed by Discovery with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been so filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects, the time it was filed with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) 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 therein or necessary in order to make the statements 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports Reports: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) ); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company Discovery and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations of Discovery and its operations and cash flows consolidated subsidiaries for the periods indicated, except that covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyincluded.

SEC Filings; Financial Statements. (a) The Company has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements and documents Company SEC Documents required to be filed with or furnished to the SEC by the Company since August 13January 1, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since 2011. As of the time of their filing, the "Company SEC Reports") pursuant it was filed with or furnished to the federal securities Laws and the Regulations of the SEC promulgated thereunder(or, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of the Company's Subsidiaries has fileddate hereof, there are no outstanding or is obligated unresolved comments received from the SEC with respect to file, any forms, reports, schedules, statements or other documents with of the SECCompany SEC Documents. (b) Each of the audited and unaudited consolidated The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; and (ii) were prepared 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 results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept 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 unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments). (c) applied None of the Acquired Entities has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, of a type required to be recorded or reflected on a consistent basis throughout balance sheet (including any related notes) prepared in accordance with GAAP (as in effect on the periods involved date of this Agreement), except for: (except as may be expressly described i) liabilities accrued or disclosed in the notes theretofinancial statements (including any related notes) contained in the Company’s annual report on Form 10-K for the fiscal year 2011 filed prior to the date hereof (the “2011 10-K”); (ii) liabilities incurred in the ordinary course of business since December 31, 2011; and (iii) liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has established and maintains, adheres to and enforces a system of internal control over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which is effective in providing reasonable 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 present reflect the consolidated transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial position statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries as at the respective dates thereof are being made only in accordance with appropriate authorizations of management and the consolidated results board of directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its operations Subsidiaries. The Company has established and cash flows for maintains, adheres to and enforces a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the periods indicated, except Exchange Act) designed to ensure that information required to be disclosed by the unaudited interim financial statements included Company in the Company's Form 10Company SEC Documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (e) The Company is in compliance in all material respects with (i) the provisions of the Xxxxxxxx-Q reports were or Xxxxx Act of 2002, as amended, and (ii) the rules and regulations of the New York Stock Exchange, in each case, that are subject to normal and recurring year-end adjustments that have not been and are not expected to be material applicable to the Company.

SEC Filings; Financial Statements. (a) The Company AWS has timely filed all forms, reports, schedules, statements and documents required to be filed with the SEC since August 13July 9, 1999 2001 (such filings, together with Amendment No. 4 to Registration Statement on Form S-1 dated July 6, 2001, collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company AWS SEC Reports") pursuant to the federal Federal securities Laws and the Regulations of the SEC regulations promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company AWS SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations rules and regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 and schedules thereto) contained in the Company AWS SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as to the extent otherwise permitted by Form 10-Q of the SECQ) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company AWS and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that subject in the unaudited case of interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyadjustments.

SEC Filings; Financial Statements. (a) The Except as set forth on Schedule 5.12, the Company has filed or furnished all formsregistration statements, reports, schedules, statements schedules and other documents required to be filed or furnished by it or any of the Sellers with the SEC since August 13December 31, 1999 2007 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filingincluding any amendments thereto, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations ”). As of their respective filing dates (or, if amended, as of the SEC promulgated thereunderdate of such amendment), and all Company SEC Reports have been filed in all material respects on a timely basis. The the Company SEC Reports were prepared in accordanceaccordance with, and complied as of their respective filing dates in all material respectsrespects with, with the requirements of the Exchange Act and the Securities Act Act, as the case may be, and the Regulations rules and regulations of the SEC promulgated thereunder thereunder, and did not at none of the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated 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 corrected by a Company SEC Report filed subsequently (but prior to the date hereof). None The Company has made available to Buyer complete and correct copies of all amendments and modifications effected prior to the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents date of this Agreement that have not yet been filed by the Company with the SEC. (b) SEC but which are required to be filed. Each of the audited and unaudited consolidated financial statements (including, in each case, any including the related notes theretoand schedules) contained in of the Company included in, or incorporated by reference into, the Company SEC Reports (ithe “Financial Statements”) complied complies in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as may be expressly described indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the their consolidated results of its operations and cash flows for the periods indicatedthen ended (subject, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject case of unaudited financial statements, to normal and recurring year-end audit adjustments that and the absence of footnotes). The Sellers have no current intention to correct or restate, and to the Knowledge of the Sellers, there is not any basis to correct or restate any of the Financial Statements other than as set forth on Schedule 5.12. The Sellers have not been and are not expected to be had any disagreement with any of their auditors regarding material to accounting matters or policies during any of its past three (3) full fiscal years or during the Companycurrent fiscal year-to-date other than as set forth on Schedule 5.12.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedulesstatements, statements schedules and other documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since August 13December 31, 1999 2005 (collectively, as such forms, reports, schedulesstatements, statements schedules and other documents have been amended since the time of their filingreferred being, collectively, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis”). The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not (i) at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or if the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or superseded corrected by a filing subsequent Company SEC Report filed with or furnished to the SEC by the Company, and in either case, publicly available prior to the date hereofhereof (each, then on a “Company Filed SEC Report”) and (ii) did not, at the time they were filed, or, if amended, as of the date of such filing) 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, except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Report. None The Company is eligible to use Form S-3 in connection with the registration of securities under the Company's Subsidiaries has filedSecurities Act. No Subsidiary is required to file any form, or is obligated to file, any forms, reports, schedules, statements report or other documents document 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 (ior if amended prior to the date of this Agreement, as amended) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP the then existing United States generally accepted accounting principles (except“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described and each fairly presents, in the notes thereto) and (iii) fairly present all material respects, the consolidated financial position position, results of operations and cash flows of the Company and its the consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that the unaudited interim financial statements included as otherwise noted therein (subject, in the Company's Form 10-Q reports were or are subject case of unaudited statements, to normal and recurring year-end adjustments adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at March 31, 2008, including the notes thereto (the “Company Balance Sheet”), neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations, (i) incurred in the ordinary course of business consistent with past practice since Xxxxx 00, 0000, (xx) relating to payment or performance obligations under contracts in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet, (iii) incurred in connection with the performance by the Company of its obligations under this Agreement, or (iv) that would not have a Company Material Adverse Effect. (d) The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all Company Material Contracts. (e) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. (f) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are not expected designed to ensure that all material information concerning the Company and the Subsidiaries that is required to be material disclosed in the Company’s SEC filings and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (g) The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (h) Since December 31, 2004, (i) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary, 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 Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices, (ii) no attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, 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 Company Board or any committee thereof or to any director or officer of the Company, and (iii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof that could have a material effect on accounting or revenue recognition. (i) Except in response to any inquiries or interrogatories described in Section 4.07(j), to the knowledge of the Company, no employee of the Company or any Subsidiary 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 by the Company or any Subsidiary the outcome of which is, as of the date hereof, reasonably likely to be materially adverse to the Company and the Subsidiaries, taken as a whole. (j) The Company is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of the Company, otherwise or, to the knowledge of the Company, is not the subject of any investigation, audit, review or hearing by or in front of (A) the SEC or the NYSE, with respect to any of the Company SEC Reports or any of the information contained therein, or (B) any other Governmental Authority, with respect to the conduct by the Company or any Subsidiary of its business or any aspect thereof the outcome of which is, as of the date hereof, reasonably likely to be materially adverse to the Company and the Subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (a) The Since January 1, 2016, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby (subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person other than the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2016 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 timely detection of unauthorized acquisition, use or disposition of the assets of the Company 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 controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2015, and such assessment concluded that such controls were effective and the Company’s independent public accountant has issued (and not subsequently withdrawn or qualified) a report concluding that the Company maintained effective internal controls over financial reporting as of December 31, 2015. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2016, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) The Company is not a party to nor has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the 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. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) The proxy statement relating to the adoption of this Agreement by the Company’s stockholders (as amended and supplemented from time to time, the “Proxy Statement”), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement, at the time of the filing or any supplement or amendment thereto with the SEC and at the time such Proxy Statement or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company's Subsidiaries has filed, Parent or is obligated to file, any forms, reports, schedules, statements Merger Sub for inclusion 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 incorporation by reference in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the CompanyProxy Statement.

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise furnished (as applicable) all forms, reports, schedulesstatements, statements schedules and other documents required to be filed with or furnished to the SEC since August 13, 1999 by the Company (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") ”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the federal securities Laws Exchange Act (and to the Regulations of the SEC promulgated thereunder, and all extent such Company SEC Reports have been were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with either the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and the Regulations regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofthereunder, then each as in effect on the date of such filingso filed or effective, and (ii) did not contain any untrue statement of a material fact or omit 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 misleadingmisleading as of its filing date or effective date (as applicable). None As of the Company's Subsidiaries has filedOriginal Execution Date, there are no outstanding or is obligated unresolved comments received from the SEC staff with respect to file, any forms, reports, schedules, statements or other documents with the SECCompany SEC Reports. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were was prepared in accordance with GAAP United States generally accepted accounting principles (“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 periods involved indicated (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents, in all material respects, the consolidated financial position position, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring 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 or to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the Original Execution Date. (c) Except as and to the extent set forth on the audited annual report of the Group Companies on Form 20-F filed with the SEC on April 27, 2017, including the notes thereto, 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 are required in accordance with GAAP to be disclosed or reflected or reserved in the consolidated financial statements of the Group Companies, except for Indebtedness or any commitments therefor or other liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2016, (B) incurred pursuant to the Original Merger Agreement, this Agreement or in connection with the Transactions, or (C) that do not, or would not reasonably be expected to, result in a Company Material Adverse Effect. (d) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are not expected currently in effect. (e) The Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company and each Group Company have established and maintain disclosure controls and procedures required by 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 material disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since December 31, 2014, 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 December 31, 2016, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-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 in accordance with GAAP. (g) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE). (h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type with respect to any Group Company that have not been described in the Company SEC Reports and no Group Company has any obligation to enter into any such arrangements. (i) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer or auditor of the Company or any of its Subsidiaries, has received or been informed of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material non-compliance by the Company with GAAP or the Exchange Act (including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices), which complaint, allegation, assertion or claim was not appropriately addressed or otherwise cured. 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 their respective officers, directors, employees or agents to the Company Board or any committee thereof.

SEC Filings; Financial Statements. (a) The Company has filed delivered or made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13October 4, 1999 2000, and all amendments thereto (collectively, as such formsthe "COMPANY SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects by the Company with the SEC have been so filed on a timely basis. The Company SEC Reports were prepared in accordanceNone of the Company's Subsidiaries, and complied as of their respective filing dates in all material respectsif any, is required to file any documents with the requirements SEC. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements 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 The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) , 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments that have not been and are not expected to will not, individually or in the aggregate, be material to in amount), and (iii) fairly present the Companyfinancial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.

SEC Filings; Financial Statements. (a) The Since January 1, 2004, the Company has filed all formsor furnished each form, reportsreport, schedulesdocument, statements schedule, registration statement and documents definitive proxy statement with the SEC required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectivelyunder the Securities Act of 1933, as such formsamended (the “Securities Act”) or the Exchange Act, reports, schedules, statements and documents have been amended since as then in effect (the time of their filing, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis”). The Company SEC Reports (i) were filed or furnished on a timely basis, (ii) were prepared in accordance, and complied as of their respective filing dates in all material respects, accordance with the requirements of the Securities Act or the Exchange Act and the Securities Act rules and regulations of the Regulations promulgated thereunder SEC then in effect, as the case may be, and (iii) did not at the time they were filed or furnished (or and if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amended or superseding 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 therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries has filed, ’s subsidiaries is required to file or is obligated to file, furnish any forms, reports, schedules, statements reports or other documents with the SEC. (b) Each set of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the “Financial Statements”) (including any Company SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, thereto in effect at the time of such filing; (ii) were was and will be prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretothereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q or Form 8-K) and (iii) fairly presented and will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as consolidated subsidiaries at the respective dates thereof and the consolidated results of the Company’s and its subsidiaries’ operations and cash flows for the periods indicated. Except as reflected in the Financial Statements, except neither the Company nor any of its subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act (“Regulation S-K”)). All reserves that are set forth in or reflected in the unaudited interim financial statements Interim Balance Sheet (as defined below) have been established in accordance with GAAP consistently applied. At June 30, 2006 (the “Interim Balance Sheet Date”), there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the balance sheet as of the Interim Balance Sheet Date (the “Interim Balance Sheet”) as required by Statement No. 5. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each of its subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements. (c) To the Company’s knowledge, no fact, event or circumstance currently exists that will prevent any material amount of the cash, investments or securities represented by the line items “Cash and cash equivalents” and “Short-term investments” on the face of the Company’s Condensed Consolidated Balance Sheet included in the Company's ’s Quarterly Report on Form 10-Q reports were for the period ended June 30, 2006 (collectively, the “Closing Cash Items”) from being available as cash in the United States and the repatriation to the Company of any such cash held outside of the United States will not result in the imposition of any material United States or are subject foreign Tax Liability. (d) Section 2.9(d) of the Company Disclosure Letter sets forth the Company’s forecasted expenses for Tanox West for the Company’s fiscal year 2006 as of the date hereof (the “Forecast”). The Company prepared the Forecast in good faith. (e) The Company has previously furnished to normal Parent a complete and recurring year-end adjustments that correct copy of any amendments or modifications, which have not yet been and filed with the SEC but which are not expected 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. (f) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and its subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (g) The Company and each of its subsidiaries has established and maintains, adheres to and enforces a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP and SEC rules and regulations (including the Financial Statements), 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 reasonable assurance that material information relating to the Company and its subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls; (iii) provide reasonable 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; (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences; (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its subsidiaries; and (vii) provide reasonable assurance that any “significant deficiencies” or “material weaknesses” (as such terms are defined in Auditing Standard No. 2, promulgated by the Public Company Accounting Oversight Board, (“AS-2”) in the design or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud, whether or not material, that involves the Company’s management or other Employees (other than Consultants who are not Significant Consultants) who have a role in the preparation of financial statements or the internal controls used by the Company and its subsidiaries, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Board. There (i) are no significant deficiencies or material weaknesses in the system of internal control over financial reporting used by the Company and its subsidiaries, (ii) is no fraud, whether or not material, that involves the Company’s management or other Employees (other than Consultants who are not Significant Consultants) who have a role in the preparation of financial statements or the internal control over financial reporting used by the Company and its subsidiaries or (iii) is no claim or allegation regarding any of the foregoing. Section 2.9(g) of the Company Disclosure Letter summarizes each “control deficiency” (as defined in AS-2) identified by the Company’s independent auditors since January 1, 2004 through the date of this Agreement and not disclosed in the Company SEC Reports. (h) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the Company SEC Reports. 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 SOX for the fiscal year ended December 31, 2005, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) and attestation report concluding the Company maintained effective internal control over financial reporting as of December 31, 2005. Since December 31, 2005 and through the date hereof, to the knowledge of the Company, no events, facts or circumstances have occurred, or exist, such that management would not be able to complete its assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended December 31, 2006, and conclude, after such assessment, that such controls were effective. (i) To the Company’s knowledge, Ernst & Young LLP, which has expressed its opinion with respect to the financial statements of the Company and its subsidiaries as of December 31, 2005, December 31, 2004 and December 31, 2003 and for each of the fiscal years in the three fiscal year period ended December 31, 2005 included in the Company SEC Reports (including the related notes), is “independent” with respect to the Company and each of its subsidiaries within the meaning of Regulation S-X since the appointment of Ernst & Young LLP in that capacity. The Company is in compliance with the applicable criteria for continued listing of the Company Common Stock on Nasdaq and has not since January 1, 2004 received any written notice from Nasdaq asserting any non-compliance with such rules and regulations. (j) The Company has timely responded to all comment letters of the staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its subsidiaries, on the other, since January 1, 2004, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (k) No attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of its subsidiaries, or Employee has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct (whether or not material) or similar violation by an Employee or agent (while acting in that capacity).

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since August 13, 1999 (collectively, as the filing of the Company's most recent annual report on Form 10-K and has made available to Purchasers such forms, reports, schedules, statements reports and documents have been amended since in the time of their filingform filed with the SEC. All such required forms, reports and documents are referred to herein as the "Company SEC Reports". As of their respective dates, the Company SEC Reports, as of the date filed and as they may have been subsequently amended, (i) pursuant to were prepared in accordance with all requirements of the federal securities Laws Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the Regulations rules and regulations of the SEC promulgated thereunder, and all thereunder applicable to such Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 (collectively, the "Financial Statements") (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) indicated and with each other, and (iii) fairly present presented 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 that in each case for the unaudited interim financial statements included in the Company's Form 10-Q reports were or are omission of certain footnotes and subject to normal and recurring year-end adjustments that adjustments. The unaudited financial statements of the Company for the period ending December 31, 2001, in the form provided to the Purchasers (the "Unaudited 12/31/01 Financial Statements"), (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (ii) represent in all material respects the financial position of the Company at the respective dates thereof and for the periods indicated, except in each case for the omission of certain footnotes and subject to normal and recurring year-end adjustments. Except as set forth in the Financial Statements or the Unaudited 12/31/01 Financial Statements, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not been and required under generally accepted accounting principles to be reflected in the Financial Statements, which, individually or in the aggregate, are not expected to be material to the financial condition or operating results of the Company. The Company is not aware of any material liability of any nature, direct or indirect, contingent or otherwise, or in any amount not adequately reflected or reserved against in the Financial Statements and notes thereto. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (c) No other written information provided by or on behalf of the Company to the Purchasers which is not included in the Company's SEC Reports 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 are or were made, not misleading to the extent that it would have a material adverse effect, provided that no representation or warranty is made as to projections except that they were prepared in good faith and based on all information reasonably available to management. The Company satisfies the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Investors Rights Agreement) and does not have any knowledge or reason to believe that it does not satisfy such requirements or any knowledge of any fact which would reasonably result in its failure to satisfy such requirements. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with the Commission under the Exchange Act or which was not entered into in the ordinary course of business since the date of the last periodic report on Form 10-Q. Except for the issuance of the Shares and the Warrants contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed.

SEC Filings; Financial Statements. (a) The Since January 1, 2016, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective filing dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (at least two business days prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No executive officer of the Company's Subsidiaries Company has filed, failed to make the certifications required of him or is obligated her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to file, any forms, reports, schedules, statements Company SEC Document filed or other documents furnished by the Company with the SECSEC since January 1, 2016. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person other than the consolidated Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2016, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 timely detection of unauthorized acquisition, use or disposition of the assets of the Company 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 controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2016, and, except as set forth in the Company SEC Documents filed at least two business days prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2016. To the knowledge of the Company, except as set forth in the Company SEC Documents filed at least two business days prior to the date of this Agreement, since January 1, 2016, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Acquired Companies; or (3) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Since January 1, 2016, (i) neither the Company nor any of its Subsidiaries has received any material written complaint, allegation, assertion or claim 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 credible 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 applicable Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or 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 pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2016, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (g) Neither the Company nor any Acquired Company is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Company in the Company’s published financial statements or other Company SEC Documents. (h) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (i) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not 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 made therein, in light of the circumstances under which they were made, not misleading. (j) The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the filing of the Offer Documents and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (k) Notwithstanding Section 3.4(i), the Company makes no representation with respect to statements made or incorporated by reference in the Company Disclosure Documents based on information supplied by or on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Company has filed delivered or otherwise made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13January 1, 1999 2004, and all amendments thereto (collectively, as such formsthe “Company SEC Documents”). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects by the Company with the SEC have been so filed on a timely basis. The Company SEC Reports were prepared in accordance, and complied as None of their respective filing dates in all material respects, the Company’s Subsidiaries is required to file any documents with the requirements SEC. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (as the case may be); 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 therein or necessary in order to make the statements 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 The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept 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) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not contain footnotes and were or are subject to normal and recurring year-end adjustments that were not or will not be, individually or in the notes thereto) aggregate, material in amount), and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Since December 31, 2013, except to the extent disclosed therein, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, schedulesdefinitive proxy statements, statements schedules and documents required to be filed with by it under the SEC since August 13Securities Act or the Exchange Act, 1999 as the case may be (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Filings”). Each Company SEC Reports have been filed Filing (i) as of its date, complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the Regulations any applicable rules and regulations promulgated thereunder applicable to the Company SEC Filings, and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date hereofit was filed, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated 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 No Company Subsidiary is subject to the periodic reporting requirements of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SECExchange Act. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained or incorporated by reference in the Company SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were Filings was prepared in accordance with GAAP applied (exceptexcept as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis throughout the periods involved indicated (except as may be expressly described indicated in the notes thereto) ), and (iii) each presented fairly in all material respects, or in the case of Company SEC Filings filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position position, results of operations, comprehensive income or loss, changes in stockholders’ equity and cash flows, as applicable, of the Company, the Company Subsidiaries and its the Excluded Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments). The books and records of the Company and each Company Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements. (c) Except as and to the extent set forth on the consolidated results balance sheet of its operations the Company and cash flows for the periods indicatedconsolidated Company Subsidiaries and Excluded Subsidiaries as of December 31, except that the unaudited interim financial statements 2015, included in the Company's Company Form 10-Q reports were K for the year ended December 31, 2015, including the notes thereto, none of the Company or are subject any consolidated Company Subsidiary or Excluded Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that (i) would reasonably be expected to normal result in any claims against, or obligations or liabilities of, the Company or any of the Company Subsidiaries, including under any applicable Company Permits and recurring year-end adjustments (ii) that have not been would be required to be reflected 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 since December 31, 2015, and that, individually or in the aggregate, are not and would not reasonably be expected to (A) prevent or materially delay consummation of the Merger or (B) otherwise be material to the Company and the Company Subsidiaries, taken as a whole. (d) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) effective in providing reasonable assurances regarding the reliability of financial reporting for the Company and the preparation of financial statements for external purposes in accordance with GAAP and includes 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 accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Since December 31, 2013, the Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (1) 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 record, process, summarize and report financial information 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 over financial reporting. The Company has provided to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31, 2013. Since December 31, 2013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding any material and questionable accounting or auditing matters, have been received by the Company. The Company has provided to Parent prior to the date of this Agreement a summary of all material complaints or concerns relating to other matters made since December 31, 2013 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. (e) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Exchange. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedulesstatements, and documents required to be filed by it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, and the rules and regulations promulgated thereunder, together with all amendments thereto and will file all such forms, reports, statements and documents required to be filed with by it prior to the SEC since August 13, 1999 Effective Time (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder), and all Company SEC Reports have been filed has otherwise complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and Exchange Act. (b) As of their respective dates, the Company Reports did not at and (in the time they were case of Company Reports filed (or if amended or superseded by a filing prior to the date hereof, then on after the date of such filingthis Agreement) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or (in the case of Company Reports filed after the date of this Agreement) will be 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. (bc) Each of the audited historical consolidated balance sheets included in or incorporated by reference into the Company Reports as of its date, and unaudited each of the historical consolidated financial statements of income and earnings, stockholders' equity, and cash flows included in or incorporated by reference into the Company Reports (including, in each case, including any related notes theretoand schedules) contained fairly presents or will (in the case of Company SEC Reports (ifiled after the date of this Agreement) complied fairly present in all material respects with applicable accounting requirements the consolidated financial condition, results of operations, stockholders' equity, and cash flows, as the published Regulations case may be, of the SEC with respect thereto, Company and its subsidiaries for the periods set forth (ii) were prepared in accordance with GAAP (exceptsubject, in the case of unaudited statements, as permitted by Form 10to normal year-Q of the SEC) end audit adjustments), in each case, in accordance with generally accepted accounting principles consistently applied on a consistent basis throughout during the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company"GAAP").

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13January 1, 1999 (collectively1997 and will make available to Parent accurate and complete copies of all such registration statements, as such formsproxy statements and other statements, reports, schedules, statements forms and other documents have been amended since filed after the time date of their filingthis Agreement and prior to the Effective Time (collectively, the "Company COMPANY SEC ReportsDOCUMENTS") pursuant ). All statements, reports, schedules, forms and other documents required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The by the Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements SEC have been so filed. As of the Exchange Act and time it was filed with the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereoflater filing, then on the date of such filing): (i) contain each of the Company SEC Documents filed with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) as of the date of such 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 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 The consolidated financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents filed with the SEC (the "COMPANY FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not contain footnotes and are subject to normal and recurring year-end adjustments which in the notes thereto) case of the Company's SEC Documents already filed as of the date hereof are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of operations of the Company and its operations and cash flows Subsidiaries for the periods indicated, except that covered thereby. The audited consolidated balance sheet of the unaudited interim financial statements Company and its Subsidiaries included in the Company's Annual Report on Form 10-K for the year ended March 31, 1997 is sometimes referred to herein as the "COMPANY BALANCE SHEET" and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 1997 included in the Company's Quarterly Report on Form 10-Q reports were or are subject for the quarter ended December 31, 1997 is sometimes referred to normal herein as the "UNAUDITED INTERIM BALANCE SHEET." All financial statements (including any related notes) contained in Company SEC Documents filed after the date hereof shall meet the conditions set forth in (i), (ii) and recurring year(iii) of this Section 2.4(b). (c) The Company has recognized revenues in accordance with GAAP and Statement of Position 91-end adjustments that have not been 1 entitled "Software Revenue Recognition," dated December 12, 1991 ("91-1"), issued by the American Institute of Certified Public Accountants. The Company has recognized (i) initial license fee revenues only after delivery of software products and are not expected to be material upon satisfaction of all significant post-delivery obligations; (ii) revenues associated with the grant of additional licenses to the Company.'s existing customers upon shipment and upon satisfaction of

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed with by it since January 1, 2002 to the SEC since August 13, 1999 date hereof (collectively, as such forms, reports, schedules, statements supplemented and documents have been amended since the time of their filing, the "“Company SEC Reports"”) pursuant to with the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basisSEC. The Company SEC Reports (i) were prepared in accordance, and complied as of their respective filing dates in all material respects, respects with the all applicable requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder Exchange Act, as the case may be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. None The representation in clause (ii) of the Company's Subsidiaries has filedpreceding sentence does not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, or is obligated to file, any forms, reports, schedules, statements form or other documents document with the SEC. The Company is, and shall at all times prior to the Effective Time remain, in full compliance with the requirements of the Securities Exchange Commission, applicable state securities commissions, the Nasdaq Stock Market and the Sarbanes Oxley Act of 2002, including but not limited to its Section 404, “Management Assessment of Internal Controls.” (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements (including, of the Company and its Subsidiaries included or incorporated by reference in each case, any related notes thereto) contained in the such Company SEC Reports (icollectively, the “Financial Statements”) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may be expressly described otherwise indicated in the notes thereto) and (iii) fairly present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its Subsidiaries as on a consolidated basis at the respective dates thereof and for the consolidated results respective periods indicated (except, in the case of all such financial statements that are interim financial statements, for footnotes and normal year-end adjustments). (c) Neither the Company nor any of its operations and cash flows for Subsidiaries has any liabilities or obligations of any nature, whether absolute, accrued, un-matured, contingent or otherwise whether due or to become due, known or unknown, or any unsatisfied judgments or any leases of personalty or realty or unusual or extraordinary commitments that are required to be shown on the periods indicatedface of a balance sheet or disclosed in notes to financial statements under United States generally accepted accounting principles, except that (i) liabilities recorded on the unaudited interim financial statements Company’s balance sheet at December 31, 2004 (the “Balance Sheet”) included in the Company's Form 10-Q reports were financial statements referred in Section 3.6(a) hereof and the notes thereto, or are subject to normal (ii) liabilities or obligations incurred since December 31, 2004 (whether or not incurred in the ordinary course of business and recurring year-end adjustments consistent with past practice) that would not, individually or in the aggregate, have not been and are not expected to be material to the Companya Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the reporting requirements of the Exchange Act in addition to one or more registration statements and amendments thereto heretofore filed by the Securities Act and Company with the Regulations promulgated thereunder and did not at SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Company SEC Documents"). As of the time they were it was filed with the SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of No event or circumstance has occurred or exists with respect to the Company's Subsidiaries Company or its business, properties, prospects, operations or financial condition, which, under any applicable Legal Requirements, requires public disclosure or announcement by the Company but which has filed, not been so publicly announced or is obligated to file, any forms, reports, schedules, statements or other documents with the SECdisclosed. (b) Each of the audited and unaudited consolidated The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept 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 under the SEC) applied on a consistent basis throughout Exchange Act, and except that the periods involved (except as unaudited financial statements may be expressly described not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the notes thereto) aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of operations of the Company and its operations and cash flows Subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Company Longbau has made available to Target a correct and complete copy, or there has been available on EXXXX, copies of each report, registration statement and definitive proxy statement filed all forms, reports, schedules, statements and documents required to be filed by Longbau with the SEC since August 13for the 24 months prior to the date of this Agreement (the “Longbau SEC Reports”), 1999 (collectivelywhich, as such to Longbau’s knowledge, are all the forms, reports, schedules, statements reports and documents have been amended since filed by Longbau with the time SEC for the 24 months or applicable period prior to the date of this Agreement. As of their filingrespective dates, the "Company Longbau SEC Reports": (i) pursuant to the federal securities Laws were prepared in accordance and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the Regulations promulgated SEC thereunder applicable to such Longbau SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filingfiling 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 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 set of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Longbau SEC Reports (i) complied comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries as Longbau 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be have a material to adverse effect upon the Companybusiness, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of Longbau, taken as a whole (“Material Adverse Effect”).

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it with or to the SEC since August 13January 1, 1999 2007 (collectivelytogether with all exhibits, as such forms, reports, schedules, financial statements and schedules thereto, all information incorporated by reference and any documents have been amended since filed with or furnished to the time of their filingSEC on a voluntary basis, the "“Company SEC Reports") pursuant to the federal securities Laws and the Regulations ”). As of its respective date, or, if amended, as of the SEC promulgated thereunderdate of the last such amendment, and all each of the Company SEC Reports have been complied when filed or furnished (or, if applicable, when amended) in all material respects on a timely basis. The Company SEC Reports were prepared in accordancewith applicable Law, and complied as of their respective filing dates in all material respects, with including the requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 2002, as amended, and the Regulations rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to such Company SEC Report. None of the Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and did not at any Company SEC Reports filed with the time they were filed (or if amended or superseded by a filing prior SEC subsequent to the date hereofhereof will not contain, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. None of , except to the Company's Subsidiaries has filedextent updated, amended, restated or is obligated to file, any forms, reports, schedules, statements or other documents with the SECcorrected by a subsequent Company SEC Report. (b) Each Except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report, all of the audited and unaudited consolidated financial statements (includingincluded in the Company SEC Reports, in each case, including any related notes thereto) contained in , as filed with the SEC (those filed with the SEC are collectively referred to as the “Company SEC Reports (i) complied Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published Regulations rules of the SEC with respect thereto, (ii) were thereto and have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretothereto or, in the 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). The consolidated balance sheets (including the related notes) and included in such Company Financial Statements (iiiif applicable, as updated, amended, restated or corrected in a subsequent Company SEC Report) fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as the Company Entities, at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of the Company and the Company Entities for the periods indicated, except that subject, in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and normal, recurring year-end adjustments audit adjustments. (c) Neither the Company nor any Company Entity has any Liability (as defined below) except for (i) Liabilities that have not been are reflected, or for which reserves were established, on the audited consolidated balance sheet of the Company as of December 31, 2009 in the Company SEC Reports, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2009, (iii) Liabilities that are not expected to be disclosed in the Company SEC Reports, (iv) Liabilities incurred in connection with this Agreement and the Transactions, and (v) Liabilities that are not, individually or in the aggregate, material to the CompanyCompany and the Company Entities, taken as a whole. As used in this Agreement, the term “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown or matured or unmatured, including those arising under any Law and those arising under any Contract.

SEC Filings; Financial Statements. (a) The Company Buyer has filed or furnished all forms, reports, schedules, statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished by it with the U.S. Securities and Exchange Commission (the “SEC”) since November 8, 2016 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “SEC since August 13Reports”). Each SEC Report (including any financial statements or schedules included therein) (i) as of its date of filing or, 1999 (collectivelyif applicable, as such forms, reports, schedules, statements and documents have been amended since of the time of their filingits most recent amendment, complied in all material respects with, to the extent in effect at such time, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations requirements of the SEC Securities Act or the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied (ii) as of their respective its date of filing dates in all material respects(and, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or are 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 and schedules thereto) contained included or incorporated by reference in the Company SEC Reports (icollectively, the “Buyer Financials”) complied fairly presents in all material respects with applicable accounting requirements the financial position, results of operations, cash flows and the published Regulations changes in stockholders’ equity of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present the consolidated financial position of the Company Buyer and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated, indicated therein except as otherwise noted therein (except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments adjustments) and have been prepared in all material respects in accordance with the applicable rules and regulations promulgated by the SEC and GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (c) Except as set forth in Section 4.7 of the Buyer Disclosure Schedule, the Buyer does not have any liabilities or obligations that have not been and are not or would reasonably be expected to be material to have, individually or in the Companyaggregate, a Buyer Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since February 1, 2000 (the "PARENT SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents required to be have been filed by Parent with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been so filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects, the time it was filed with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 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 The consolidated financial statements (including, in each case, including any related notes theretonotes) contained in the Company Parent SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (, and except as that unaudited financial statements may be expressly described not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the notes thereto) aggregate, be material in amount); and (iii) fairly present the consolidated financial position of the Company Parent and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows subsidiaries for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Since January 1, 2019, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company's Subsidiaries has filedCompany is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or is obligated to filemake any other filing with, or furnish any formsother material to, reports, schedules, statements or other documents with the SEC. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10‑Q, Form 8‑K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in statements, to the Company's Form 10-Q reports were or are subject absence of notes and to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2020, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a‑15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither the Company nor any of its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among 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, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries 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. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D‑9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (h) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) Notwithstanding anything else to the contrary set forth in this Agreement, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Since December 31, 2010, the Company has filed on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to the SEC since August 13by the Company (such documents and any documents filed with or furnished to the SEC after the date of this Agreement, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant Documents complied, or if filed or furnished subsequent to the federal securities Laws and the Regulations date of the SEC promulgated thereunderthis Agreement, and all Company SEC Reports have been filed will comply, in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents. Except to the time they were filed (or if amended extent that information contained in any Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the Company SEC Documents when filed or furnished contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of such filing) contain this Agreement will not contain, 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 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 The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and (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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Acquired Corporations have been, and are being, maintained in all material respects in accordance with GAAP. (c) The Company maintains, and at all times since December 31, 2011 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) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Corporations; (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 timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Corporations 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 Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2012, 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, 2012. The Company has continued to maintain an effective system of internal controls and there were no changes in the Company’s internal control over financial reporting since December 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Since December 31, 2011, none of the Acquired Corporations nor, to the knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (a) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Acquired Corporations; (b) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (c) any claim or allegation regarding any of the foregoing. (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 and corporate governance requirements of the NASDAQ Global Select Market. (e) None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (f) Other than as publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“XXXXX”), there have been no written inquiries, interrogatories or comments with respect to any of the Company SEC Documents from the SEC received since December 31, 2011, and the Company has not been made aware of any such inquiries, interrogatories or comments that were oral. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Corporations has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Corporations. (h) Since December 31, 2010, (i) none of the Acquired Corporations or, to the knowledge of the Company, any Company Associate, auditor, accountant or representative of the Acquired Corporations has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Corporations or their respective internal accounting controls relating to periods after December 31, 2010, including any material complaint, allegation, assertion or claim that any Acquired Corporation has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) to the knowledge of the Company, no attorney representing any Acquired Corporation, whether or not expected employed by any Acquired Corporation, has reported evidence of a material violation of securities Legal Requirements relating to be material periods after December 31, 2011, by the Company or any Company Associate or agents to the Board of Directors of the Company or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

SEC Filings; Financial Statements. (a) The 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 forms, reports, schedules, statements and documents required to be filed with the SEC since August 13at least January 1, 1999 2017 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "“Company SEC Reports") pursuant ”), which are all the forms, reports and documents filed by Company with the SEC from January 1, 2017 to the federal securities Laws and date of this Agreement. As of their respective dates, the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Reports: (i) were prepared in accordance and complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act or the Securities Exchange Act of 1934 (“Exchange Act”), as the case may be, and the Securities Act rules and regulations of the Regulations promulgated SEC thereunder applicable to such Company SEC Reports; and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 set of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i) complied comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP U.S. Generally Accepted Accounting Principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes theretothereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and (iii) each fairly present 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 for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company.

SEC Filings; Financial Statements. (a) The Since January 1, 2013, the Company has filed on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in any Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed 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 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 Except as set forth on Part 2.4(b) of the audited and unaudited Company Disclosure Schedule, the consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected material) . Except as set forth in Part 2.4(b) of the Company Disclosure Schedule, no financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the consolidated financial statements of the Company. (c) Except as set forth on Part 2.4(c) of the Company Disclosure Schedule, the Company maintains, and at all times since January 1, 2013 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Corporations; (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 timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Corporations 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 controls over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended June 30, 2013, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of June 30, 2013. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2013, none of the Acquired Corporations nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Acquired Corporations; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of any Acquired Corporation; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are sufficient to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (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. Since January 1, 2012, the Company has not received any comment letters from the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (g) The Proxy Statement to be sent to the stockholders of the Company in connection with the Company Stockholders’ Meeting (including any amendment or supplement thereto or document incorporated by reference therein) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders’ 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 light of the circumstances under which they are made, not misleading. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders’ Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Buyer for inclusion or incorporation by reference in the Proxy Statement.

SEC Filings; Financial Statements. (a) The Company HALIS has delivered to Compass accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby HALIS with the SEC between January 1, reports, schedules, statements 1995 and documents required to be the date of this Agreement (the "HALIS SEC Documents"). As of the time it was filed with the SEC since August 13(or, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the HALIS SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the HALIS 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 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company HALIS SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (except, in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved , and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (except as may be expressly described which will not, individually or in the notes thereto) aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries HALIS as at of the respective dates thereof and the consolidated results of its operations and cash flows of HALIS for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Since January 1, 2019, the Company has filed or furnished on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in such Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed or furnished 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 therein, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company's Subsidiaries has filedCompany is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or is obligated to filemake any other filing with, or furnish any formsother material to, reports, schedules, statements or other documents with the SEC. (b) Each of the audited and unaudited The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in statements, to the Company's Form 10-Q reports were or are subject absence of notes and to normal and recurring year-end adjustments that have not been and are not expected not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2020, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the 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 timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither the Company nor any of its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among 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, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries 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. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (h) The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) Notwithstanding anything else to the contrary set forth in this Agreement, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Disclosure Documents.

SEC Filings; Financial Statements. (a) The Company TeleCorp has timely filed all forms, reports, schedules, statements and documents required to be filed by it with the SEC since August October 13, 1999 (collectively, with the Registration Statement on Form S-1 dated October 20, 1999, as such forms, reports, schedules, statements and documents have been amended since (the time of their filing"TeleCorp S-1"), the "Company TeleCorp SEC Reports") pursuant to the federal Federal securities Laws and the Regulations of the SEC regulations promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company TeleCorp SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations rules and regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CompanyTeleCorp'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 and schedules thereto) contained in the Company TeleCorp SEC Reports (i) complied in all material respects with applicable accounting requirements and the published Regulations regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as to the extent otherwise permitted by Form 10-Q of the SECQ) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company TeleCorp and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that subject in the unaudited case of interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companyadjustments.

SEC Filings; Financial Statements. (a) The Company SSLJ has filed or furnished all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC Securities and Exchange Commission (the “SEC”) since August 13January 1, 1999 (collectively2018, under the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents have been amended required to be filed subsequent to the date of this Agreement up to the Closing Date. The reports, registration statements and definitive proxy statements filed by or furnished by SSLJ with the SEC since January 1, 2018 (the time of their filing, the "Company “SSLJ SEC Reports"”): (i) pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed were prepared in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, accordance with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed with the SEC (or if amended except to the extent that information contained in any SSLJ SEC Report has been revised or superseded by a filing prior to the date hereof, then on the date of such filinglater filed SSLJ SEC Report) 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 set of the audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SSLJ SEC Reports (i) complied comply as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (exceptU.S. generally accepted accounting principles, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described indicated in the notes thereto) and (iii) each fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries as SSLJ 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material have a Material Adverse Effect. (c) As of the date of all balance sheets included in the SSLJ SEC Reports, except as and to the Companyextent reflected or reserved against therein, SSLJ had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly in all material respects the value of the assets of SSLJ, in accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders’ equity and cash flows included in the SSLJ SEC Reports reflect fairly in all material respects the information required to be set forth therein by U.S. generally accepted accounting principles. (d) Neither SSLJ nor any manager, director, officer or employee of SSLJ has received any complaint, allegation, assertion or claim, whether or not in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of SSLJ or its internal accounting controls, including any complaint, allegation, assertion or claim that SSLJ has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. (aA) The Parent has made available to the Company has filed accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by Parent with the SEC since August 13, 1999 (collectively, as such formsthe "PARENT SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basisby Parent with the SEC have been so filed. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects(or, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amendment or superseding filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the 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 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. (bB) Each of the audited and unaudited consolidated The financial statements (includingincluding related notes, in each case, any related notes theretoif any) contained in the Company Parent SEC Reports Documents (the "PARENT FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (exceptexcept 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) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) , 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports may not have contained footnotes and were or are subject to normal and recurring year-end adjustments that have not been and which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly presented in all material respects the financial position of Parent and its Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Parent and its Subsidiaries for the periods covered thereby. For purposes of this Agreement, "PARENT BALANCE SHEET" means that balance sheet of Parent and its Subsidiaries as of December 31, 2001 set forth in Parent's Annual Report on Form 10-K filed with the SEC and the "PARENT BALANCE SHEET DATE" means December 31, 2001. The books of account and other financial records of Parent: (i) reflect in all material respects all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with GAAP; and (ii) do not contain or reflect any material to the Companyinaccuracies or discrepancies.

SEC Filings; Financial Statements. (a) The Company HALIS has delivered to TGM accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby HALIS with the SEC between January 1, reports, schedules, statements 1996 and documents required to be the date of this Agreement (the "HALIS SEC Documents"). As of the time it was filed with the SEC since August 13(or, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) contain each of the HALIS SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the HALIS 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 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 The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company HALIS SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (except, in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved , and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (except as may be expressly described which will not, individually or in the notes thereto) aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of the Company and its Subsidiaries HALIS as at of the respective dates thereof and the consolidated results of its operations and cash flows of HALIS for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Companycovered thereby.

SEC Filings; Financial Statements. (a) The Since January 30, 2011, the Company has filed on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time “Company SEC Documents”). As of their filingrespective dates, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed Documents complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the Regulations SEC promulgated thereunder and did not at applicable to such Company SEC Documents and, except to the time they were filed (or if amended extent that information contained in any Company SEC Document has been revised, amended, modified or superseded by a filing (prior to the date hereofof this Agreement) by a later filed Company SEC Document, then on none of the date of such filing) contain Company SEC Documents when filed 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 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 The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout the periods involved covered (except as may be expressly described indicated in the notes thereto) to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods indicatedcovered thereby (subject, except that in the case of the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject statements, to normal and recurring year-end adjustments that have not been and are not expected material). No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the consolidated financial statements of the Company. As of the date of this Agreement, there was no outstanding Indebtedness of the Company or its Subsidiaries. (c) The Company maintains, and at all times since January 30, 2011 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Corporations; (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 timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Corporations 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 controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended January 28, 2012, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of January 28, 2012. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 30, 2011, none of the Acquired Corporations nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Acquired Corporations; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of any Acquired Corporation; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Stock Market. (e) None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (g) The Proxy Statement to be sent to the shareholders of the Company in connection with the Company Shareholders’ Meeting (including any amendment or supplement thereto or document incorporated by reference therein) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to shareholders of the Company or at the time of the Company Shareholders’ 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 light of the circumstances under which they are made, not misleading. The Proxy Statement will, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to shareholders of the Company and at the time of the Company Shareholders’ Meeting, comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

SEC Filings; Financial Statements. (a) The Company Gem has filed or furnished, as applicable, on a timely basis all forms, statements (whether registration or proxy statements), certifications, reports, schedules, statements exhibits and other documents required to be filed or furnished by it with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of under the Exchange Act and or the Securities Act and since the Regulations promulgated thereunder and did not at Gem Effective Date (the “Gem SEC Documents”). As of the time they were it was filed with the SEC (or or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), each of the Gem SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) contain and, to Gem’s Knowledge, as of the time they were filed, none of the Gem 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 therein, in the light of the circumstances under which they were made, not misleading. None of As used in this Section 4.7, the Company's Subsidiaries has filedterm “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or is obligated otherwise made available to file, any forms, reports, schedules, statements or other documents with the SEC. (b) Each of the audited and unaudited consolidated The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company Gem SEC Reports Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, (ii) were prepared in accordance with GAAP (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) , 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or may not contain footnotes and are subject to normal and recurring year-end adjustments that have not been and are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, in all material respects, the financial position of Gem as of the respective dates thereof and the results of operations and cash flows of Gem for the periods covered thereby. Other than as expressly disclosed in the Gem SEC Documents filed prior to the Companydate hereof, there has been no material change in Gem’s accounting methods or principles that would be required to be disclosed in Gem’s financial statements in accordance with GAAP. The books of account and other financial records of Gem and its Subsidiaries are true and complete in all material respects. (c) Gem’s auditor has at all times since the Gem Effective Date been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act), (ii) to the Knowledge of Gem, “independent” with respect to Gem within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Gem, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Except as set forth on Section 4.7(f) of the Gem Disclosure Schedule, Gem is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Nasdaq. (e) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of Gem, the Gem Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act. (f) Gem maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures designed to provide reasonable assurance (i) that Gem maintains records that in reasonable detail accurately and fairly reflect Gem’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Gem Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Gem’s assets that could have a material effect on Gem’s financial statements. Gem has evaluated the effectiveness of Gem’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Gem SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Since the Gem Effective Date, Gem has not identified any material weaknesses in the design of operation of Gem’s internal control over financial reporting. (g) Gem’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Gem in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Gem’s management as appropriate.

SEC Filings; Financial Statements. (a) The At least since December 31, 1993, the Company has timely filed with the SEC all forms, reports, schedulesstatements, statements and documents required to be filed by it pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), and the Exchange Act, and the rules and regulations promulgated thereunder, together with the SEC since August 13, 1999 all amendments thereto (collectively, as such formsand including, reportswhen filed, schedules, statements and documents have been amended since the time of their filingSchedule 14d-9, the "Company SEC ReportsCOMPANY REPORTS") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed has otherwise complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior Exchange Act. The Company will promptly deliver to the date hereof, then on Purchaser any Company Report filed by the Company after the date of such filing) this Agreement. As of their respective dates, the Company Reports did not and will 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 or will be 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 historical consolidated balance sheets included in or incorporated by reference into the Company Reports as of its date and unaudited each of the historical consolidated financial statements of income and earnings, stockholders' equity, and cash flows included in or incorporated by reference into the Company Reports (including, in each case, including any related notes theretoand schedules) contained in fairly presents or will fairly present the consolidated financial condition, results of operations, stockholders' equity, and cash flows, as the case may be, of the Company SEC Reports and its subsidiaries for the periods set forth (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (exceptsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved. The Company maintains a system of internal accounting controls sufficient to provide that have not been transactions are executed in accordance with management's general or specific authorization, transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and are not expected to be material maintain accountability for assets, access to assets is permitted only in accordance with management's general or specific authorization, and the Companyrecorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements. (a) The At least since December 31, 1995, the Company has timely filed with the SEC all forms, reports, schedulesstatements, and documents required to be filed by it pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, and the rules and regulations promulgated thereunder, together with all amendments thereto and will file all such forms, reports, statements and documents required to be filed with by it prior to the SEC since August 13, 1999 Effective Time (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company SEC Reports") pursuant to the federal securities Laws and the Regulations of the SEC promulgated thereunder), and all Company SEC Reports have been filed has otherwise complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder Exchange Act. The Company has made available to Merger Sub accurate and did not at complete copies of all Company Reports and will promptly deliver to Merger Sub any Company Report filed by the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on Company after the date of such filingthis Agreement. As of their respective dates, the Company Reports did not and (in the case of Company Reports filed after the date of this Agreement) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or (in the case of Company Reports filed after the date of this Agreement) will be 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 historical consolidated balance sheets included in or incorporated by reference into the Company Reports as of its date and unaudited each of the historical consolidated financial statements of income and earnings, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including, in each case, including any related notes theretoand schedules) contained fairly presents or will (in the case of Company SEC Reports (ifiled after the date of this Agreement) complied in all material respects with applicable accounting requirements fairly present the consolidated financial condition, results of operations, stockholders' equity and cash flows, as the published Regulations case may be, of the SEC with respect thereto, Company and its subsidiaries for the periods set forth (ii) were prepared in accordance with GAAP (exceptsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) 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 that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved. The Company maintains a system of internal accounting controls sufficient to provide that have not been and are not expected to be material to the Company.transactions are

SEC Filings; Financial Statements. (a) The Company Since February 1, 1995, Candie's has filed filed, and will continue to file, all forms, reports, schedules, statements reports and documents required to be filed by Candie's with the SEC since August 13, 1999 (collectively, as such forms, reports, schedules, statements and documents have been amended since the time of their filing, the "Company Candie's SEC Reports") pursuant to the federal securities Laws and the Regulations ). Except as disclosed in section 4.5 of the SEC promulgated thereunderCandie's disclosure statement attached hereto and made a part hereof (the "Candie's Disclosure Statement"), and all Company the Candie's SEC Reports have been filed (i) at the time filed, complied in all material respects on a timely basis. The Company SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the applicable requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofsubsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Candie's SEC Reports or necessary in order to make the statements thereinin such Candie's SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the CompanyCandie's Subsidiaries has filed, or subsidiaries is obligated required to file, file any forms, reports, schedules, statements reports or other documents with the SEC. For purposes of this Agreement, all references to "Candie's" shall include all of Candie's subsidiaries unless the context otherwise indicates. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Company Candie's SEC Reports, including any Candie's SEC Reports filed after the date of this Agreement until the Closing (i) the "Candie's Financial Statements"), complied or will comply as to form in all material respects with the applicable accounting requirements published rules and the published Regulations regulations of the SEC with respect thereto, (ii) were was or will be prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (exceptexcept 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 or 8-K promulgated by the SEC) applied on a consistent basis throughout the periods involved (except as may be expressly described in the notes thereto) ), and (iii) fairly presented or will fairly present the consolidated financial position of the Company and its Subsidiaries Candie's as 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 included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments that have which were not been and or are not expected to be material in amount. The audited consolidated balance sheet of Candie's as of January 31, 1997 is referred to herein as the Company"Candie's Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent all formsregistration statements, proxy statements and other statements, reports, schedules, statements forms and other documents required to be filed by the Company with the SEC since August 13January 1, 1999 1998 (collectively, as such formsthe "COMPANY SEC DOCUMENTS"). All statements, reports, schedules, statements forms and other documents have been amended since the time of their filing, the "Company SEC Reports") pursuant required to the federal securities Laws and the Regulations of the SEC promulgated thereunder, and all Company SEC Reports have been filed in all material respects on a timely basisby the Company with the SEC since January 1, 1998 have been so filed. The Company SEC Reports were prepared in accordance, and complied as As of their respective filing dates in all material respects(or, with the requirements of the Exchange Act and the Securities Act and the Regulations promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amendment or superseding filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); 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 therein or necessary in order to make the statements 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 The financial statements (includingincluding related notes, in each case, any related notes theretoif any) contained in the Company SEC Reports Documents (the "COMPANY FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with applicable accounting requirements and the published Regulations rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (except"GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout , and except that the periods involved (except as unaudited financial statements may be expressly described not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or were not reasonably expected to be, individually or in the notes thereto) aggregate, material in amount), and (iii) fairly present presented (subject in the case of the unaudited interim financial statements, to normal, recurring, year-end audit adjustments) in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, except "COMPANY BALANCE SHEET" means that certain consolidated balance sheet of the unaudited interim financial statements included Company and its consolidated subsidiaries as of December 31, 2000 set forth in the Company's Annual Report on Form 10-Q reports were or are subject to normal K/A filed with the SEC and recurring year-end adjustments that have not been and are not expected to be material to the Company"COMPANY BALANCE SHEET DATE" means December 31, 2000.