Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied in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 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. (b) The financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (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 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) Parent has timely filed and made available to the Company all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms statements and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so (collectively, the "Parent SEC Reports"). The Parent SEC Reports (i) at the time filed. As , complied in all material respects with the applicable requirements of their respective dates the Securities Act and the Exchange Act, as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries are required to file any forms, reports, schedules, statements or other documents with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notes) ), contained in the Parent SEC Documents (Reports, including any Parent SEC Reports filed after the "Parent Financial Statements"): (i) complied date of this Agreement until the Closing, complied, as to form of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except involved and fairly presented the consolidated financial position of Parent and its Subsidiaries as may be indicated in at the notes to such financial statements orrespective dates and the consolidated results of its operations and cash flows for the periods indicated, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated The unaudited balance sheet of Parent as of September 30March 31, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and 1999 is referred to herein as the "Parent Balance Sheet Date" means September 30, 2000Sheet."

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since the date of Parent's incorporation January 1, 1998 (collectively, the "Parent SEC DocumentsReports"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their the respective dates they were filed (or, and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment or superseding filing): ), (i) each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any form, report or other document with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10Regulation S-Q X) and each presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the SECParent and the consolidated Parent Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, and except that as otherwise noted therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented . The balance sheet of the Parent contained in all material respects the consolidated financial position of Parent and its consolidated subsidiaries SEC Reports as of December 31, 2001 is hereinafter referred to as the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet ." (c) Parent has heretofore furnished to the Company a complete and correct copy of Parent as of September 30any amendments or modifications, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the "Parent Balance Sheet Date" means September 30, 2000SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of January 1, 1997, (iii) all proxy statements relating to Parent's incorporation meetings of stockholders (the "Parent SEC Documents"). All statementswhether annual or special) since January 1, reports1997, schedules, forms and other documents required (iv) all amendments and supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31((i)(iv) collectively, 1998 have been so filedthe "PARENT SEC REPORTS"). As Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of their respective dates the Securities Act or the Exchange Act, as the case may be, and (or, b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all and the Stockholders a correct and complete copy of each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC DocumentsReports"). All statements, reportswhich are all the forms, schedules, forms reports and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so filedprior to the date of this Agreement. As of their respective dates the Parent SEC Reports: (ori) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment filing and as so amended or superseding filing): (isuperseded) 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 contain any untrue statement of a material fact or omitted 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. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. (b) The Each set of financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (Reports, including each Parent SEC Report filed after the "Parent Financial Statements"): (i) date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC applicable with respect thereto; (ii) were , was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the SEC, Exchange Act) and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, each fairly presents or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) will fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreementindicated, "except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Parent Balance Sheet" means that consolidated balance sheet of Parent taken as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000a whole.

SEC Filings; Financial Statements. (a) Parent has made available to filed with the Company SEC all registration statements, proxy statements statements, Certifications and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since the date of Parent's incorporation January 1, 2005, and all amendments thereto (the "“Parent SEC Documents"”). All statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 have been so filedfiled on a timely basis. Parent has Made Available to the Company accurate and complete copies of each Parent SEC Document (including each exhibit thereto) that is not publicly available through the SEC’s XXXXX database. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 the applicable rules and regulations of the SEC thereunder; and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents are accurate and complete, and comply as to form and content with all applicable Legal Requirements. (b) The consolidated financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (as amended prior to the "Parent Financial Statements"date of this Agreement): (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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were that will not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented presented, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes No financial statements of this Agreementany Person other than Parent are required by GAAP to be included in the consolidated financial statements of Parent. With respect to the financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents, "there have been no deficiencies or weaknesses identified in writing by Parent Balance Sheet" means that or Parent’s independent auditors (whether current or former) in the design or operation of internal controls of financial reporting utilized by Parent and its consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Subsidiaries.

SEC Filings; Financial Statements. (a) Parent The Company has made available filed all reports required to be filed by it under the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto (together with any materials filed by the Company under the 1934 Act, whether or not required), being collectively referred to herein as the “SEC Filings,” except that solely for purposes of this Section 4.6(a), “SEC Filings” shall not be deemed to include any Current Reports on Form 8-K (or amendments thereto) that are “furnished” by the Company to the Company all registration statements, proxy statements Commission solely to comply with Regulation F-D promulgated under the 0000 Xxx) on a timely basis or has timely filed a valid extension of time of filing and other statements, reports, schedules, forms and other documents has filed by Parent with any such SEC Filings prior to the SEC since the date expiration of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filedany such extension. As of their respective dates (ordates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents Filings complied in all material respects with the applicable requirements of the Securities 1934 Act or and the Exchange Act (as rules and regulations of the case may be); Commission promulgated thereunder, and (ii) none of the Parent SEC Documents Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained of the Company included in the Parent Company’s Annual Report on Form 10-K for the year ended December 31, 2004, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 and SEC Documents (Filings filed subsequent to the "Parent Financial Statements"): (i) complied as to form filing of such filings comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (“GAAP”), except as may be indicated otherwise specified in the notes to such financial statements oror the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q of the SECto normal, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring immaterial, year-end adjustments which were notaudit adjustments. Except as set forth in the most recent financial statements of the Company included in the SEC Filings filed prior to the date hereof, neither the Company nor any Subsidiary has incurred any liabilities, contingent or are not reasonably expected otherwise, except those incurred in the ordinary course of business, consistent (as to beamount in nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. All material in amount), and (iii) fairly presented in all material respects agreements to which the consolidated financial position of Parent Company and its consolidated subsidiaries Subsidiaries are a party or to which any of their respective property or assets are subject that are required to be filed as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with exhibits to the SEC and Filings under Item 601 of Regulation S-K are included as a part of, or specifically identified in, the "Parent Balance Sheet Date" means September 30, 2000SEC Filings.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms statements and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates 2010 (orthe “Parent SEC Reports”), if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act and the rules and regulations promulgated thereunder, and the Xxxxxxxx-Xxxxx Act and the rules and regulations thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (as the case may beeach, a “Parent Filed SEC Report”); and (ii) none . None of the Parent SEC Documents Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Parent SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. (b) The Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the financial statements (including any related notes) contained included in the Parent SEC Documents Reports, in each case, including any related notes thereto, as filed with the SEC (those filed with the "SEC are collectively referred to as the “Parent Financial Statements"): (i) complied ”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were with respect thereto and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of the unaudited statements as may be permitted by Regulation S-X or Regulation S-K, as applicable and subject, in the case of the unaudited statements, as permitted by Form 10-Q of the SECto normal, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end audit adjustments which were not, or are not reasonably expected to behave, individually or in the aggregate, be material a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in amount)such Parent Financial Statements (if applicable, and (iiias updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries the Parent Subsidiaries for the periods covered thereby. For purposes indicated, subject, in the case of this Agreementthe unaudited statements, "to normal, year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since at least December 31, 1995. Parent has heretofore delivered to the date of Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended April 30, 1998 and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1998, (ii) all proxy statements relating to Parent's incorporation meetings of stockholders (whether annual or special) held since December 31, 1997, (iii) all other reports or registration statements (other than Reports on Form 10-Q and Reports on Form 3, 4 or 5 filed on behalf of affiliates of the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been Parent) filed by Parent with the SEC since December 31, 1998 have been so filed1997 and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the "Parent SEC Reports"). As The Parent SEC Reports (i) were prepared in accordance with the requirements of their respective dates the Securities Act or the Exchange Act, as the case may be and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (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, thereto) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and such statements do not contain notes thereto. (c) Parent has heretofore furnished to the Company a complete and correct copy of this Agreementany amendments or modifications, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the "Parent Balance Sheet Date" means September 30, 2000SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed all registration statements, proxy statements and other statements, required reports, schedules, forms forms, statements and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed2004 (such documents, together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Reports”). As of their respective dates (orfiling dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (as the case may be); and (ii) SOX applicable to such Parent SEC Reports, and none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by Parent with the SEC but which are required to be filed. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent, on the other, since December 31, 2004, including all SEC comment letters and responses to such comment letters by or on behalf of Parent. To the knowledge of Parent, as of the date hereof, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (b) The financial statements (including any the related notesnotes and schedules) contained in of Parent included in, or incorporated by reference into, the Parent SEC Documents Reports (the "“Parent Financial Statements"): (iFinancials”) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto; (ii) were , have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such thereto) and present fairly, in all material respects, the consolidated financial statements orposition of Parent as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end audit adjustments). Except as permitted by Form 10-Q of set forth in the SECParent SEC Reports, and except that for liabilities and obligations incurred in the unaudited financial statements may not have contained footnotes ordinary course of business consistent with past practice and were subject liabilities and obligations under this Agreement or incurred in connection with the Transactions, Parent has material no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP, consistently applied, to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually be set forth on a consolidated balance sheet of Parent or in the aggregate, be material in amount)notes thereto. Parent has no current intention to correct or restate, and to the knowledge of Parent, there is not any basis to correct or restate any of the Parent Financials. Parent has not had any disagreement with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. (iiic) fairly presented in all material respects Each of the consolidated financial position principal executive officer of Parent and its consolidated subsidiaries as the principal financial officer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the respective dates thereof Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Reports, and the consolidated results of operations statements contained in such certifications are true and cash flows of Parent and its consolidated subsidiaries for the periods covered therebyaccurate. For purposes of this Agreement, "“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Parent Balance Sheet" means has no outstanding, or has not arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) Parent has established and maintains a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of financial statements (including the Parent Financials) for external purposes in accordance with GAAP, consistently applied, including policies and procedures that consolidated balance sheet (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (iv) provide reasonable assurance that material information relating to Parent is promptly made known to the officers responsible for establishing and maintaining the system of internal controls; (v) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, consistently applied, and that receipts and expenditures of Parent as are being made only in accordance with appropriate authorizations of September 30management and Parent’s board of directors; (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, 2000 set forth use or disposition of the assets of Parent and (vii) provide reasonable assurance that any significant deficiencies or material weaknesses 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 Parent's Quarterly Report on Form 10-Q filed with ’s management or other employees who have a role in the SEC preparation of financial statements or the internal controls utilized by Parent, are adequately and promptly disclosed to Parent’s independent auditors and the "audit committee of Parent’s board of directors. (e) Parent Balance Sheet Date" means September 30“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 Parent in the reports that it files or submits under the Exchange Act is recorded, 2000processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluations, to Parent’s outside auditors and the audit committee of Parent’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are known to Parent and (B) any fraud, whether or not material, known to Parent that involves management or other employees who have a role in the preparation of financial statements or Parent’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) SEC Filings. Parent has filed all required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since April 1, 2008. Parent has made available to the Company all such registration statements, proxy statements and other statements, prospectuses, reports, schedules, forms forms, statements and other documents in the form filed by Parent with the SEC since that are not publicly available through the date of Parent's incorporation (the "Parent SEC Documents")SEC’s XXXXX database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms forms, statements and other documents required are referred to have been filed by herein as the “Parent with the SEC since December 31, 1998 have been so filed. Reports.” As of their respective dates (ordates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents Reports complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. All Parent SEC Reports (x) were filed on a timely basis (subject to compliance with Rule 12b-25 under the Exchange Act), (y) at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be); , and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (iiz) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted 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. (b. None of Parent’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) The financial statements (including of the Exchange Act. Parent has heretofore made available to Company true, complete and correct copies of all exhibits filed and all material correspondence with the SEC since April 1, 2008 that are not publicly available through the SEC’s XXXXX database. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any related notes) contained in of the Parent SEC Documents (the "Parent Financial Statements"): (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 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Reports.

SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Company filed or furnished all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed or furnished by Parent it or any of its Subsidiaries with the SEC since December 31, 1998 have been so filed2003 (collectively, including any amendments thereto, the “Buyer SEC Reports”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent amendment), Buyer SEC Documents Reports were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act or the Exchange Act (and the Securities Act, as the case may be); , and (ii) the rules and regulations of the SEC promulgated thereunder, and none of the Parent Buyer SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a Buyer SEC Report filed subsequently (but prior to the date hereof). Buyer has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by Buyer with the SEC but which are required to be filed. Buyer has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Buyer and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of Buyer. To the knowledge of Buyer, as of the date hereof, none of Buyer SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the financial statements (including the related notes and schedules) of Buyer included in, or incorporated by reference into, Buyer SEC Reports (the “Buyer Financials”) complies in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). Buyer has no current intention to correct or restate, and to the knowledge of Buyer, there is not any basis to correct or restate any of Buyer Financials. Buyer has not had any disagreements with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. (b) None of the information supplied or to be supplied by or on behalf of Buyer and Merger Sub for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. None of the information supplied or to be supplied by or on behalf of Buyer and Merger Sub for inclusion or incorporation by reference in the Prospectus/Proxy Statement, will, at the time the Prospectus/Proxy Statement is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Company Stockholders Meeting any fact or event relating to Buyer or Merger Sub or any of their Affiliates which should be set forth in an amendment or supplement to the Prospectus/Proxy Statement should be discovered by Buyer or should occur, Buyer shall, promptly after becoming aware thereof, inform the Company of such fact or event. Notwithstanding the foregoing, no representation or warranty is made by Buyer or Merger Sub with respect to statements made or incorporated by reference therein about the Company and its Subsidiaries and Affiliates supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Prospectus/Proxy Statement. (bc) The financial statements (including any related notes) contained in Buyer maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as Exchange Act to form in ensure that all material respects with the published rules information concerning Buyer and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied its Subsidiaries is made known on a consistent timely basis throughout to 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, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries individuals responsible for the periods covered thereby. For purposes preparation of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed Buyer’s filings with the SEC and other public disclosure documents, and all such material information that is required to be disclosed by Buyer in the "Parent Balance Sheet Date" means September 30reports that it files or submits under the Exchange Act is recorded, 2000processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Buyer has established and maintains a system of internal controls over financial reporting required by Rules 13a-15(f) or 15d-15(f) of the Exchange Act sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP including policies and procedures that (i) require the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Buyer and its Subsidiaries, (ii) provide reasonable assurance that material information relating to Buyer and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) provide assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Buyer and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of Buyer, (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 Buyer and its Subsidiaries and (vii) provide assurance that any significant deficiencies or material weaknesses 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 Buyer’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Buyer and its Subsidiaries, are adequately and promptly disclosed to Buyer’s independent auditors and the audit committee of Buyer’s Board of Directors. Buyer has disclosed, based on its most recent evaluations, to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are known to Buyer and (B) any fraud, whether or not material, known to Buyer that involves management or other employees who have a role in the preparation of financial statements or Buyer’s internal control over financial reporting. The principal executive officer and principal financial officer of Buyer have made all certifications required by the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company timely filed all registration statements, proxy statements prospectuses, forms, reports and other statements, reports, schedules, forms and other documents required to be filed by Parent with it under the SEC Securities Act or the Exchange Act, as the case may be, since the date of Parent's incorporation January 1, 1998 (collectively, the "Parent SEC DocumentsFilings"). All statementsExcept as set forth in Section 4.6 of the Parent Disclosure Schedule, reports, schedules, forms and other documents required to have been filed by the Parent with the SEC since December 31, 1998 have been so filed. As Filings (1) as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied were prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii2) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Except as set forth in Section 4.6 of the Parent Disclosure Schedule, each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Filings was prepared in accordance with 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 orthereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and except that each presented fairly the consolidated financial position of Parent and the consolidated Parent Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments which were did not and would not, or are not reasonably expected to be, individually or in the aggregate, reasonably be material in amountexpected to have a Parent Material Adverse Effect), . The books and (iii) fairly presented in all material respects the consolidated financial position records of Parent and its consolidated subsidiaries as of the respective dates thereof Parent Subsidiaries have been, and the consolidated results of operations are being, maintained in accordance with GAAP and cash flows of Parent any other applicable legal and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000accounting requirements.

SEC Filings; Financial Statements. (a) Parent has filed and made available to the Company all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since the date of Parent's incorporation (collectively, the "Parent SEC DocumentsReports"). All statementsThe Parent SEC Reports ------------------ (i) at the time filed, reports, schedules, forms and other documents required to have been filed by Parent complied in all material respects with the SEC since December 31applicable requirements of the Securities Act and the Exchange Act, 1998 have been so filed. As of their respective dates as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then as of and on the date of such amendment so amended or superseding filing): (isuperseded) 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 contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. Parent's Subsidiaries are not required to file any forms, reports or other documents with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; . The consolidated financial statements contained in the Parent SEC Reports and the Parent Balance Sheet (iias defined below) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, ) and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered therebyindicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. For purposes of this Agreement, "Parent Balance Sheet" means that The unaudited consolidated balance sheet of Parent and its Subsidiaries as of September 30December 31, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and 1999 (the "Parent Balance Sheet Date" means September 30, 2000.Sheet") has been delivered to Company. --------------------

SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company filed or furnished, as applicable, all registration forms, statements, proxy statements certifications, reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC since under the Exchange Act or the Securities Act for the year preceding the date of Parent's incorporation hereof (the "Parent “SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been As of the time it was filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) ), each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed, none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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. (b) The financial statements (including any related notes) contained of the Company included in the Parent SEC Documents Reports (collectively, the "Parent “Financial Statements"): (i”) complied as to form fairly present in all material respects with the published rules and regulations financial position of the SEC applicable thereto; (ii) were prepared Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered (“GAAP”) (except as may be indicated in the notes to such financial statements orotherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were notadjustments) 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 are not reasonably expected otherwise, except those incurred in the ordinary course of business, consistent (as to beamount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements statements, Parent Certifications and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since between December 31, 2018 and, solely for purposes of this sentence, the date of Parent's incorporation this Agreement (and for all other purposes under this Agreement since December 31, 2018), including all amendments thereto since December 31, 2018 (collectively, the "“Parent SEC Documents"”). All statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 2018 have been so filedfiled on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied as to form 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 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, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, in all material respects and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the AcelRx Companies required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent is in compliance in all material respects with the applicable listing requirements of the Nasdaq Global Market, and has not between December 31, 2018 and the date of this Agreement received any notice asserting any non-compliance with the listing requirements of the Nasdaq Global Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby, in each case in accordance with GAAP. For No financial statements of any Person other than the AcelRx Companies are required by GAAP to be included in the consolidated financial statements of the Parent. (d) Parent’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been, to the knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by Parent’s auditors for the AcelRx Companies that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the AcelRx Companies; (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 Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the AcelRx Companies that could have a material effect on Parent’s consolidated financial statements. Parent’s management has completed an assessment of the effectiveness of Parent’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, 2018, and, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, "such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent Balance Sheet" means that consolidated balance sheet of Parent maintained effective internal control over financial reporting as of September 30December 31, 2000 2018. To the knowledge of Parent, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, between December 31, 2018 and the date of this Agreement, neither Parent nor any of its Subsidiaries nor Parent's Quarterly Report on Form 10-Q filed with ’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 AcelRx Companies; (B) any fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, (i) none of the Parent SEC Documents is the subject of ongoing SEC review, and (ii) there are no inquiries or investigations by the "Parent Balance Sheet Date" means September 30SEC or any internal investigations pending or threatened, 2000in each case regarding any accounting practices of Parent. (g) None of the AcelRx Companies is a party to nor has any obligation or other commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Target, in the form filed with the SEC, (1) its Annual Report on Form 10-K for the year ended December 31, 2018; (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2019; (3) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation September 30, 2019; and (the "Parent SEC Documents"). All statements, reports, schedules, forms 4) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31September 30, 1998 have been so filed2019 (collectively, the “Parent SEC Reports”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): The Parent SEC Reports (i) each of the Parent SEC Documents complied were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2019, including the notes thereto (the “2019 Balance Sheet”), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2019, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Each of Parent and the Parent Subsidiaries has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms statements and other documents required to be filed by Parent with the SEC since the date of Parent's incorporation June 17, 2005 (the "“Parent SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (as each, a “Parent Filed SEC Report”). Notwithstanding the case may be); and (ii) none foregoing, the report on Form 10-Q to be filed with the SEC on November 14, 2005 shall be deemed, for all purposes under this Agreement, a “Parent Filed SEC Report”. None of the Parent SEC Documents Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Parent SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. The principal executive officer of Parent and the principal financial officer of Parent (band each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) The financial statements (including any related notes) contained in have made the certifications required by Sections 302 and 906 of, and Parent SEC Documents (the "Parent Financial Statements"): (i) has complied as to form in all material respects with with, the published Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC applicable promulgated thereunder with respect to Parent’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.. (b) Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the financial statements included in the Parent SEC Reports, in each case, including any related notes thereto; , as filed with the SEC (ii) were those filed with the SEC are collectively referred to as the “Parent Financial Statements”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SECSEC and subject, and except that in the case of the unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring normal, year-end audit adjustments which were not, or are would not reasonably be expected to behave, individually or in the aggregate, be material a Material Adverse Effect). The consolidated balance sheets (including the related notes) included in amount)such Parent Financial Statements (if applicable, and (iiias updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presented in all material respects present the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present the consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries the Parent Subsidiaries for the periods covered thereby. For purposes indicated, subject, in the case of this Agreementthe unaudited statements, "to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Parent Balance Sheet" means maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) 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, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to differences. (d) Parent’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 material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. (e) Neither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and the Parent Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and the Parent Subsidiaries as of September 30December 31, 2000 set forth 2004, including the notes thereto, contained in Parent's Quarterly Report the Parent Filed SEC Reports, (ii) liabilities or obligations incurred on Form 10-Q filed behalf of Parent in connection with the SEC this Agreement and the "Parent Balance Sheet Date" means September 30contemplated Merger, 2000(iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2005, and (iv) which are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by Parent it with the SEC since December 31, 1998 have been so filed2005 (collectively, the “Parent SEC Reports”). As of their respective dates The Parent SEC Reports (i) at the time they were filed or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents amendment, complied in all material respects with the all applicable requirements of the Securities Act Act, or the Exchange Act (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 corrected by a subsequent Parent SEC Report filed with or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”) and (ii) none did not, at the time they were filed, or, if amended, as of the Parent SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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 Parent Filed SEC Report. No Parent Significant Subsidiary is required to file any form, report or other document with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents Reports (or if amended prior to the "Parent Financial Statements"): (idate of this Agreement, as amended) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) fairly presented in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated position, results of operations and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods covered thereby. For purposes indicated therein, except as otherwise noted therein (subject, in the case of this Agreementunaudited statements, "Parent Balance Sheet" means that to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its consolidated subsidiaries as at March 31, 2008, including the notes thereto, neither Parent nor any of its subsidiaries 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 this Agreement or the transactions contemplated hereby, or (iv) that would not have a Parent Material Adverse Effect. (d) Parent 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 Sarbanes Oxley Act of 2002) with respect to any Parent SEC Report. (e) Parent 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 all material information concerning Parent and its subsidiaries that is required to be disclosed in Parent’s SEC filings and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) Parent maintains a standard system of accounting established and administered in accordance with GAAP. Parent 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. (g) Since December 31, 2004, (i) neither Parent nor any of its subsidiaries nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices, (ii) no attorney representing Parent or any of its subsidiaries, whether or not employed by Parent or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its subsidiaries, directors, employees or agents to the Parent Board or any committee thereof or to any director or officer of Parent, 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 Parent Board or any committee thereof that could have a material effect on accounting or revenue recognition. (h) Except in response to any inquiries or interrogatories described in Section 5.07(i), to the knowledge of Parent, no employee of Parent or any of its subsidiaries 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 Parent or any of its subsidiaries the outcome of which is, as of September 30the date hereof, 2000 set forth reasonably likely to be materially adverse to Parent and its subsidiaries, taken as a whole. (i) Parent is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of Parent's Quarterly Report on Form 10-Q filed with , otherwise or, to the knowledge of Parent, 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 Parent SEC Reports or any of the information contained therein, or (B) any other Governmental Authority, with respect to the conduct by Parent or any of its subsidiaries of its business or any aspect thereof the outcome of which is, as of the date hereof, reasonably likely to be materially adverse to Parent and the "Parent Balance Sheet Date" means September 30its subsidiaries, 2000taken as a whole.

SEC Filings; Financial Statements. (a) Parent STB has made available to the Company all 3Dfx a correct and complete copy of each report, schedule, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent STB with the Securities and Exchange Commission ("SEC") on or after January 1, 1997 and prior to the date of this Agreement (the "STB SEC REPORTS"), which are all the forms, reports and documents required to be filed by STB with the SEC since the date of Parent's incorporation January 1, 1997. The STB SEC Reports (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent A) were prepared in accordance with the SEC since December 31requirements of the Securities Act or the Exchange Act, 1998 have been so filed. As of their respective dates as the case may be, and (or, B) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 STB's subsidiaries is required to file any reports or other documents with the SEC. (b) The Each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent STB SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (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, thereto) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented in all material respects presents the consolidated financial position of Parent STB and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes indicated, except that the unaudited interim financial statements were or are subject to adjustments which were not or are not expected to be material in amount. (c) STB has previously furnished to 3Dfx a complete and correct copy of this Agreementany amendments or modifications, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed, to agreements, documents or other instruments which previously had been filed by STB with the "Parent Balance Sheet Date" means September 30, 2000SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms statements and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates 2005 (orthe “Parent SEC Reports”), if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act and the rules and regulations promulgated thereunder, and the Xxxxxxxx-Xxxxx Act and the rules and regulations thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (as the case may beeach, a “Parent Filed SEC Report”); and (ii) none . None of the Parent SEC Documents Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Parent SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. (b) The Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the financial statements (including any related notes) contained included in the Parent SEC Documents Reports, in each case, including any related notes thereto, as filed with the SEC (those filed with the "SEC are collectively referred to as the “Parent Financial Statements"): (i) complied ”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were with respect thereto and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SECSEC and subject, and except that in the case of the unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring normal, year-end audit adjustments which were not, or are not reasonably expected to behave, individually or in the aggregate, be material a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in amount)such Parent Financial Statements (if applicable, and (iiias updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries the Parent Subsidiaries for the periods covered thereby. For purposes indicated, subject, in the case of this Agreementthe unaudited statements, "to normal, year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available timely filed all SEC Documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent since January 1, 2012 (the “Parent SEC Reports”). The Parent SEC Reports (i) at the time filed, complied in all material respects with the SEC since applicable requirements of the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms Securities Laws and other documents required applicable Laws, except to have been the extent updated, amended, restated or corrected by a subsequent SEC Document filed or furnished to the SEC by Parent with and (ii) did not, at the SEC since December 31, 1998 have been so filed. As of their respective dates time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each filing or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date of the Parent SEC Documents complied in all material respects with the applicable requirements mailing of the Securities Act or the Exchange Act (as the case may be); and (iisuch proxy statement) none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Reports and (ii) to the Knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file any SEC Documents. (b) The financial statements Each of the Parent Financial Statements (including including, in each case, any related notes) contained in the Parent SEC Documents (Reports, including any Parent SEC Reports filed after the "Parent Financial Statements"): (i) date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout for the periods covered presented (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, or as permitted by Form 10Regulation S-Q of the SEC, and except that the unaudited financial statements may 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 aggregate, be material in amountX), and (iii) presented fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For indicated. (c) Since January 1, 2012, Parent and each Parent Entity has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the Parent SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. (d) Parent 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 and the preparation of financial statements for external purposes in accordance with GAAP. (e) Neither Parent nor any of this Agreementthe Parent Subsidiaries is a party to, "Parent Balance Sheet" means that consolidated or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent as of September 30, 2000 set forth or any Parent Subsidiary in Parent's Quarterly Report on Form 10-Q filed with the Parent SEC and the "Parent Balance Sheet Date" means September 30, 2000Reports.

SEC Filings; Financial Statements. (a) Parent has delivered or Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since July 1, 2010, including all amendments thereto (collectively, the date of Parent's incorporation (the "“Parent SEC Documents"”). All Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 have been so filedfiled on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied as to form 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 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, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in Sections 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Oclaro Corporations required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent has delivered or Made Available to the Company accurate and complete copies of all reports to the audit committee of Parent’s board of directors regarding Parent’s disclosure controls and procedures. As of the date of this Agreement, Parent is in compliance in all material respects with the applicable listing requirements of the NASDAQ Global Select Market, and has not since January 1, 2010 received any written (or, to the Knowledge of Parent, written or verbal) notice asserting any non-compliance with the listing requirements of the NASDAQ Global Select Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes No financial statements of this Agreement, "Parent Balance Sheet" means that any Person other than the Oclaro Corporations are required by GAAP to be included in the consolidated balance sheet financial statements of Parent contained or incorporated by reference in Parent SEC Documents. (d) Parent’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been, to the Knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of September 30, 2000 set forth the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) in Parent's Quarterly Report on Form 10-Q filed 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. To the Knowledge of Parent, all non-audit services performed by Parent’s auditors for the Oclaro Corporations that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) Parent Balance Sheet Date" means September 30maintains 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, 2000and 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 Oclaro 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 Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Oclaro Corporations that could have a material effect on the financial statements. Parent has delivered or Made Available to the Company accurate and complete copies of all reports to the audit committee of Parent’s board of directors regarding Parent’s internal accounting controls. Parent’s management has completed an assessment of the effectiveness of Parent’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 July 1, 2011, and such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent maintained effective internal control over financial reporting as of July 1, 2011. To the Knowledge of Parent, since July 1, 2011 until the date hereof, neither Parent nor any of its Subsidiaries nor Parent’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 Oclaro Corporations; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 3.4(f) of the Parent Disclosure Schedule lists, and Parent has delivered or Made Available to the Company accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Oclaro Corporations since January 1, 2009. None of the Oclaro Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. (a) Parent DOCP has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 1995 and has heretofore made available to Buyer, in the Company form filed with the SEC all registration statementssuch forms, proxy statements reports and other statementsdocuments (all such forms, reportsreports and documents, schedulescollectively, forms with exhibits, schedules or information incorporated therein by reference, the "DOCP SEC Reports"). The DOCP SEC Reports and any forms, reports and other documents filed by Parent DOCP with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to after the date of this Agreement, then on the date of such amendment or superseding filing): Agreement (i) each of the Parent SEC Documents complied were or will be prepared in all material respects accordance with the applicable requirements of the Securities Act or of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and the Exchange Act (Act, as the case may be); , and (ii) none of did not at the Parent SEC Documents contained time they were filed and, except as amended prior the date hereof, at any time since filing or will not at the time they are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No DOCP Subsidiary is required to file any form, report or other document with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent DOCP SEC Documents (the "Parent Financial Statements"): Reports (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto), (ii) fairly presents the consolidated financial statements orposition, results of operations and cash flows of DOCP and the consolidated DOCP Subsidiaries 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, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or not and are not reasonably expected to beexpected, individually or in the aggregate, to be material in amount), ) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries complies as to form, as of its respective date of filing with the respective dates thereof SEC, with all applicable accounting requirements and SEC rules and regulations. Since December 31, 1994, there has been no change in any of the consolidated results significant accounting (including tax accounting) policies, practices or procedures of operations DOCP or any DOCP Subsidiary except insofar as required by a change in generally accepted accounting principles. (c) Except as set forth in Section 3.8 of the DOCP Disclosure Schedule or as and cash flows of Parent and its consolidated subsidiaries for to the periods covered thereby. For purposes extent set forth on the audited DOCP balance sheets contained in DOCP SEC Reports filed with the SEC prior to the date of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC DOCP and the "Parent Balance Sheet Date" means September 30DOCP Subsidiaries do not have any liability or obligation of any nature (whether accrued, 2000absolute, contingent or otherwise) other than liabilities and obligations incurred in the ordinary course of business and which could not reasonably be expected to, individually or in the aggregate, have a DOCP Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation December 31, 1999 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 1999 have been so filed. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 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. (b) The financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (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 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were will not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30December 31, 2000 1999 set forth in Parent's Quarterly Annual Report on Form 10-Q K filed with the SEC and the "Parent Balance Sheet Date" means September 30December 31, 20001999.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation December 31, 2000 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 2000 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 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. (b) The financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (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 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, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) Parent 3Dfx has made available to the Company all STB a correct and complete copy of each report, schedule, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent 3Dfx with the SEC on or after June 25, 1997 and prior to the date of this Agreement (the "3DFX SEC REPORTS"), which are all the forms, reports and documents required to be filed by 3Dfx with the SEC since the date of Parent's incorporation June 25, 1997. The 3Dfx SEC Reports (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent A) were prepared in accordance with the SEC since December 31requirements of the Securities Act or the Exchange Act, 1998 have been so filed. As of their respective dates as the case may be, and (or, B) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 3Dfx's subsidiaries is required to file any reports or other documents with the SEC. (b) The Each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent 3Dfx SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (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, thereto) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented in all material respects presents the consolidated financial position of Parent 3Dfx and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes indicated, except that the unaudited interim financial statements were or are subject to adjustments which were not or are not expected to be material in amount. (c) 3Dfx has previously furnished to STB a complete and correct copy of this Agreementany amendments or modifications, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed, to agreements, documents or other instruments which previously had been filed by 3Dfx with the "Parent Balance Sheet Date" means September 30, 2000SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all and the stockholders a correct and complete copy of each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since the date of Parent's incorporation (the "“Parent SEC Documents"Reports”). All statements, reportswhich are all the forms, schedules, forms reports and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so filedprior to the date of this Agreement. As of their respective dates the Parent SEC Reports: (ori) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment filing and as so amended or superseding filing): (isuperseded) 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 contain any untrue statement of a material fact or omitted 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. Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. (b) The Each set of financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (Reports, including each Parent SEC Report filed after the "Parent Financial Statements"): (i) date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC applicable with respect thereto; (ii) were , was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the SEC, Exchange Act) and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, each fairly presents or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) will fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreementindicated, "except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Parent Balance Sheet" means that consolidated balance sheet of Parent taken as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000a whole.

SEC Filings; Financial Statements. (a) Parent Seller has made available to filed with the Company SEC all registration statements, proxy statements and other statements, reports, schedules, forms forms, statements and other documents (including exhibits) required to be filed by Parent with it under the SEC since Securities Act and the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since Exchange Act from December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to 2004 through the date of this Agreement. All reports, then schedules, forms, statements and other documents (including exhibits) filed by Seller with the SEC pursuant to the Securities Act and the Exchange Act since December 31, 2004 are referred to herein as the “Seller SEC Filings.” Except as set forth on Schedule 2.6(a), the date of such amendment or superseding filing): Seller SEC Filings (i) each of the Parent SEC Documents complied were prepared in compliance, in all material respects respects, with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be); , and the rules and regulations thereunder, and (ii) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Seller SEC Filings or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not false or misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Seller SEC Filing; provided, however, that Seller is not making any representations pursuant to this Section 2.6(a) with respect to information contained in the Seller SEC Filings that does not relate directly to the Mammography Business or the Mammography Intellectual Property. (b) The Except as set forth in Schedule 2.6(b), each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent Seller SEC Documents (the "Parent Financial Statements"): Filings, (i) complied as to form in all material respects with the then current published rules and regulations of the SEC applicable with respect thereto; , (ii) were prepared in accordance with generally accepted accounting principles U.S. GAAP (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) present fairly in all material respects the consolidated financial position of Seller and its subsidiaries at the SECrespective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the . The consolidated financial position of Parent and its consolidated subsidiaries statements contained in the Seller SEC Filings are referred to hereinafter as of the “Seller Financial Statements.” The balance sheet dated March 31, 2005 contained in the Seller Financial Statements is referred to hereinafter as the “Base Balance Sheet.” At the respective dates thereof and of the consolidated results Seller Financial Statements, there were no material liabilities of operations and cash flows of Parent and its consolidated subsidiaries Seller, which, in accordance with GAAP, should have been reserved for in the periods covered thereby. For purposes of this AgreementSeller Financial Statements and/or disclosed in the notes thereto, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth which are not reserved for in Parent's Quarterly Report on Form 10-Q filed with the SEC and Seller Financial Statements and/or disclosed in the "Parent Balance Sheet Date" means September 30, 2000notes thereto.

SEC Filings; Financial Statements. (ai) Parent It has made available to the Company filed all reports, registration statements, proxy statements and other statements, reportsoffering circulars, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by Parent it (collectively, the “SEC Reports”) with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 1998 have been so 2009 under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports. Its SEC Reports, including the financial statements, exhibits and schedules contained therein, (A) at the time filed. As , complied (and any SEC Reports filed after the date of their respective dates this Agreement will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (or, B) at the time they were filed (or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such amendment or superseding filing): ), did not (iand any SEC Reports filed after the date of this Agreement will not) 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 contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in the light of the circumstances under which they were made, not misleading. (bii) The Each of its financial statements contained in or incorporated by reference into any SEC Reports (including any related notesSEC Reports filed after the date of this Agreement) contained (the “Financial Statements”) complied (or, in the Parent case of SEC Documents (Reports filed after the "Parent Financial Statements"): (idate of this Agreement, will comply) complied as to form in all material respects with the published rules and regulations applicable requirements of the Securities Act and the Exchange Act with respect thereto, fairly presented (or, in the case of SEC applicable thereto; (iiReports filed after the date of this Agreement, will fairly present) were prepared the consolidated financial position of it and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (indicated, except in each case as may be indicated in the notes noted therein, and subject to such financial statements or, in the case of unaudited statements, normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited financial statements. (iii) It and each of its Subsidiaries has devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the SECExchange Act) sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with general or specific authorization of its Board of Directors and the duly authorized executive officers of such party, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or other criteria applicable to such financial statements, and to maintain proper accountability for items therein, (iii) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with general or specific authorization of its Board of Directors and the duly authorized executive officers of such party, and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, to its auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of its Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of its principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to its SEC Reports, 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 Xxxxxxxx-Xxxxx Act. It is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are would not reasonably be expected to behave, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or otherwise transmitted all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms certifications and other documents required to have been be filed by Parent with the SEC since December 31January 1, 1998 have been so filed. As of their respective dates 2003 (orcollectively with the forms, if amended or superseded by a filing prior reports, statements, certifications and other documents required to be filed with the SEC subsequent to the date of this Agreement, then on the date of such amendment or superseding filing): (i) "Parent SEC Reports"), each of the Parent SEC Documents which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, each as in effect on the case may be); and (ii) none date so filed. None of the Parent SEC Documents contained Reports already filed contained, when filed as finally amended, nor will any Parent SEC Reports filed subsequent to the date of this Agreement contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements of Parent (including any notes related thereto) for the fiscal years ended December 31, 2002 and December 31, 2003 included in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC have been prepared, and, any audited consolidated financial statements of Parent (including any related notesnotes thereto) contained in filed after the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations date of the SEC applicable thereto; (ii) were prepared this Agreement, will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such thereto) and fairly present, and, if filed after the date of this Agreement, will fairly present, in all material respects the consolidated financial position of the Parent and its subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders' equity for the periods indicated. The unaudited consolidated financial statements orof Parent (including any related notes thereto) included in or incorporated by reference into the Parent SEC Reports filed with the SEC have been prepared, and, if filed after the date of this Agreement, will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis throughout the case of unaudited statements, periods involved (except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may 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 be indicated in the aggregatenotes thereto) and fairly present, be material in amount)and, and (iii) if filed after the date of this Agreement, will fairly presented present, in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates date thereof and the consolidated results statements of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means indicated (subject to normal period-end adjustments that consolidated balance sheet will not be material in amount or effect). (c) The management of Parent has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of September 30the Exchange Act) to ensure that material information relating to Parent, 2000 including its consolidated subsidiaries, is made known to the management of Parent by others within those entities, and (y) has disclosed, based on its most recent evaluation, to Parent's outside auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting. A summary of any of those disclosures made by management to Parent's auditors and audit committee is set forth in Section 4.4(c) of the Parent Disclosure Schedule. (d) Since July 31, 2002, (x) neither Parent nor any of its subsidiaries nor, to the knowledge of the officers of Parent's Quarterly Report on Form 10-Q filed with , any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the SEC accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Parent or any of its subsidiaries, whether or not employed by Parent or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the "Parent Balance Sheet Date" means September 30, 2000Board or any committee thereof or to any director or officer of Parent.

SEC Filings; Financial Statements. (a) Parent Acquiror has made available to the Company all a correct and complete copy of each report, schedule, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent Acquiror with the SEC since the date of Parent's incorporation on or after December 31, 1999 (the "Parent Acquiror SEC DocumentsReports"). All statements, reportswhich are all the forms, schedules, forms reports and other documents required to have been be filed by Parent Acquiror with the SEC since December 31, 1998 have been so filed1999. As The Acquiror SEC Reports (i) complied in all material respects as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 Acquiror's subsidiaries is required to file any reports or other documents with the SEC. (b) The Each of the audited consolidated financial statements (including including, in each case, any related notesnotes thereto) and unaudited interim financial statements contained in the Parent Acquiror SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated therein or in the notes to such financial statements thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the SECExchange Act) and each fairly presents the consolidated financial position of Acquiror and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which that were not, not or are not reasonably expected to be, individually or in the aggregate, be material in amount). (c) Acquiror has previously furnished to Company a complete and correct copy of any amendments or modifications, and which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Acquiror with the SEC pursuant to the Securities Act or the Exchange Act. (iiid) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as As of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes date of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet Acquiror is not a reporting issuer under the securities legislation of Parent as any province or territory of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Canada.

SEC Filings; Financial Statements. (a) Parent has made available CBS and Infinity have filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since from December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior 1996 to the date of this Agreement, then including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of such amendment this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or superseding filing): Infinity with the SEC after the date hereof and prior to the Effective Time, (i) each of the Parent SEC Documents complied were or will be prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, and the Exchange Act (Act, as the case may be); , and the rules and regulations thereunder, (ii) none of did not at the Parent SEC Documents contained time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act. (b) The Each of the financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent CBS SEC Documents (Reports and each of the "Parent Financial Statements"): (i) complied as financial statements to form in all material respects be filed by CBS or Infinity with the published rules SEC after the date hereof and regulations of prior to the SEC applicable thereto; (ii) were Effective Time was or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial statements orposition, results of operations and cash flows of CBS and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with United States generally accepted accounting principles (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or not and are not reasonably expected to bebe material). (c) Except as and to the extent set forth in the CBS SEC Reports, CBS and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which, individually or in the aggregate, be material in amount), would not have a CBS Material Adverse Effect. (d) CBS has heretofore furnished to Viacom complete and (iii) fairly presented in correct copies of all material respects amendments and modifications that have not been filed by CBS or Infinity with the consolidated financial position of Parent SEC to all agreements, documents and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means other instruments that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q previously had been filed by CBS or Infinity with the SEC and the "Parent Balance Sheet Date" means September 30, 2000are currently in effect.

SEC Filings; Financial Statements. (a) The Parent has delivered or Made Available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements statements, Parent Certifications and other statements, reports, schedules, forms and other documents filed by the Parent with the SEC SEC, including all amendments thereto, since January 1, 2014 (collectively, the date of Parent's incorporation (the "“Parent SEC Documents"”). All statements, reports, schedules, forms and other documents required to have been filed by the Parent or to the best of the knowledge of Parent, its officers with the SEC since December 31January 1, 1998 2014 have been so filedfiled on a timely basis. None of the Parent’s Subsidiaries is required to file any documents with the SEC. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied as to form 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 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. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) The Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Xxxx Corporations required to be disclosed by the Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Parent is in compliance in all material respects with the applicable listing requirements of the NASDAQ Capital Market, and has not since January 1, 2014 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Capital Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments adjustments, none of which were not, or are not reasonably expected to be, individually or in the aggregate, will be material in amountmaterial), ; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of the Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For No financial statements of any Person other than the Xxxx Corporations are required by GAAP to be included in the consolidated financial statements of the Parent. There are no comments from the SEC or its staff pending with respect to any statements, reports, schedules, forms or other documents filed by Parent with the SEC that remain outstanding and unresolved. (d) The Parent’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to the Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Parent’s auditors for the Xxxx Corporations that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (e) The Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Xxxx 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 Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Xxxx Corporations that could have a material effect on the Parent’s consolidated financial statements. The Parent’s management has completed an assessment of the effectiveness of the Parent’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, 2013, and, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, "Parent Balance Sheet" means such assessment concluded that consolidated balance sheet such controls were effective. To the knowledge of Parent the Parent, except as of September 30, 2000 set forth in the Parent SEC Documents filed prior to the date of this Agreement, since December 31, 2013, neither the Parent nor any of its Subsidiaries 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 Xxxx Corporations; (B) any illegal act or fraud, whether or not material, that involves the Parent's Quarterly Report on Form 10-Q filed with ’s management or other employees; or (C) any claim or allegation regarding any of the SEC foregoing. (f) Part 3.6(f) of the Parent Disclosure Schedule lists, and the "Parent Balance Sheet Date" means September 30has delivered or Made Available to the Company accurate and complete copies of the documentation creating or governing, 2000all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Xxxx Corporations since January 1, 2010. None of the Xxxx Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. (a) Parent SSTI has made available filed or furnished, as applicable, all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed or furnished by Parent it with the SEC since the date of Parent's incorporation March 17, 2008 (the "Parent “SSTI SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the The SSTI SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Reports (i) each of the Parent SEC Documents complied were prepared or will be prepared in all material respects in accordance with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not or will not, at the time of filing or furnishing, or, if amended, as of the Parent SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in . Each of the Parent SSTI SEC Documents (Reports, at the "Parent Financial Statements"): (i) complied as to form time of its filing or being furnished complied, or if not yet filed or furnished, when so filed or furnished, will comply in all material respects with the published applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the SSTI SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in, or incorporated by reference into, the SSTI SEC applicable thereto; (ii) were Reports was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such and schedules thereto) and each fairly presents, or in the case of SSTI SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial statements orposition, results of operations and cash flows of SSTI and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may 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 aggregate, be material in amountadjustments), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2008 through the date of this Agreement (collectively, the “Parent SEC Reports”). As of the time it was filed with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents 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”) (as the case may be); and (ii) none of the Parent SEC Documents Reports and none of Parent’s written submissions to the NYSE Amex (“AMEX”) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed all reports and material required to be filed pursuant to Section 13, 14 and 15(d) of the Exchange Act during the twelve months prior to the date of this Agreement. (b) Parent will promptly make available to the Company any Parent SEC Reports and written submissions to AMEX filed between the date hereof and the Effective Time. None of such Parent SEC Reports or AMEX submissions, as of their respective dates (as amended through the date hereof), contained or, with respect to the Parent SEC Reports or AMEX submissions filed after the date hereof, will contain any untrue statement of material fact or omitted or, with respect to the Parent SEC Reports or AMEX submissions filed after the date hereof, will omit to state a material fact required to be stated therein. (c) The consolidated financial statements (including any related notes) contained in the Parent SEC Documents (the "“Parent Financial Statements"”): (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 generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), audit adjustments; and (iiiii) fairly presented in all material respects present the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (ai) The Borrower Parent has delivered or made available to the Company Lender accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Borrower Parent with the SEC since the date of Parent's incorporation January 1, 2009, and all amendments thereto (the "Parent “SEC Documents"”). All statementsTo the Borrower’s and the Borrower Parent’s knowledge, reports, schedules, forms and other documents required to have been as of the time it was filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this AgreementDrawdown Date, then on the date of such amendment or superseding filing): (ix) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the U.S. Securities Exchange Act of 1934, as amended (as the case may be); and (iiy) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (bii) The financial statements (including any related notes) contained in the Parent SEC Documents Documents: (the "Parent Financial Statements"): (ix) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (iiy) were prepared in accordance with generally accepted accounting principles in the United States 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, and except that the unaudited financial statements may 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 aggregate, be material in amountcontain footnotes), and (iiiz) fairly presented in all material respects present the consolidated financial position of the Borrower Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent . (iii) Except as of September 30, 2000 set forth disclosed in Parent's Quarterly Report on Form 10-Q filed with the SEC Documents, to the Borrower’s and the "Borrower Parent’s knowledge, there are no material matters relating to the Borrower or the Borrower Parent Balance Sheet Date" means September 30, 2000that would have a Material Adverse Effect (as defined below).

SEC Filings; Financial Statements. (a) Since January 1, 2004, Parent has made available timely filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent with the SEC since SEC, including all exhibits required to be filed therewith (including any forms, reports and documents filed after the date of Parent's incorporation (hereof, the "“Parent SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been filed by The Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Reports: (i) each of were timely filed; (ii) at the Parent SEC Documents time filed complied (or will comply when filed, as the case may be) as to form in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act (Act, as the case may be); and (iiiii) none did not at the time they were filed (or, if later filed, amended or superseded, then on the date of the Parent SEC Documents contained such later filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents Reports (collectively, the "“Parent Financial Statements"): ”), at the time filed, (i) complied or will comply, as the case may be, as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; , (ii) were was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (involved except as may otherwise be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as permitted by Form 10-Q of promulgated by the SEC, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) fairly presented or will fairly present, as the case may be, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof indicated and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered therebytherein indicated, except, in the case of the unaudited interim financial statements for the absence of footnotes and normal year-end adjustments which were not and will not be material in amount. (c) Each Parent SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date of such registration or any post-effective amendment thereto became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (d) The management of Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. For Parent has complied with the applicable provisions of SOX and the rules and regulations promulgated thereunder or under the Exchange Act. Each Parent SEC Report that was required to be accompanied by a certification required to be filed or submitted by Parent’s principal executive officer or Parent’s principal financial officer was accompanied by such certification and at the time of filing such certification was true and accurate. (e) The management of Parent has (i) established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and the audit committee of Parent’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has disclosed in writing to the Company prior to the date hereof all disclosures described in clause (ii) of the immediately preceding sentence made prior to the date of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since February 1, 2003. Parent has made available to the Company all such registration statements, proxy statements and other statementsprospectuses, reports, schedules, forms forms, statements and other documents in the form filed by Parent with the SEC since that are not publicly available through the date of Parent's incorporation (the "Parent SEC Documents")SEC’s XXXXX database. All such required registration statements, prospectuses, reports, schedules, forms forms, statements and other documents required are referred to have been filed by herein as the “Parent with the SEC since December 31, 1998 have been so filed. Reports.” As of their respective dates dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. The Parent SEC Reports did not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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. (b) The financial statements (including . None of Parent’s Subsidiaries is required to file any related notes) contained in forms, reports or other documents with the SEC. Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Documents (the "Parent Financial Statements"): (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 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000Reports.

SEC Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to the Company Target all registration statements, proxy statements and other statements, reports, schedules, forms and other documents SEC Documents required to be filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC Buyer since December 31, 1998 have been so 2008 (the “Buyer SEC Reports”). The Buyer SEC Reports (i) at the time filed. As , complied in all material respects with the applicable requirements of their respective dates the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each filing or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date 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 (iirelevant meeting) none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for Trustmark Investment Advisors, Inc., no Buyer Subsidiary is required to file any SEC Documents. (b) The financial statements Each of the Buyer Financial Statements (including including, in each case, any related notes) contained in the Parent Buyer SEC Documents (Reports, including any Buyer SEC Reports filed after the "Parent Financial Statements"): (i) date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to be, individually or in the aggregate, be material in amount)amount or effect. (c) Since December 31, 2008, Buyer and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Buyer in the Buyer SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Buyer required under the Exchange Act with respect to such reports. (iiid) fairly presented in all material respects the consolidated financial position of Parent Buyer and its consolidated subsidiaries as Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the respective dates thereof reliability of financial reporting and the consolidated results preparation of operations and cash flows of Parent and its consolidated subsidiaries financial statements for the periods covered thereby. For external purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed accordance with the SEC and the "Parent Balance Sheet Date" means September 30, 2000GAAP.

SEC Filings; Financial Statements. (a) Parent DOCP has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 1995 and has heretofore made available to Buyer, in the Company form filed with the SEC all registration statementssuch forms, proxy statements reports and other statementsdocuments (all such forms, reportsreports and documents, schedulescollectively, forms with exhibits, schedules or information incorporated therein by reference, the "DOCP SEC Reports"). The DOCP SEC Reports and any forms, reports and other documents filed by Parent DOCP with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to after the date of this Agreement, then on the date of such amendment or superseding filing): Agreement (i) each of the Parent SEC Documents complied were or will be prepared in all material respects accordance with the applicable requirements of the Securities Act or of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and the Exchange Act (Act, as the case may be); , and (ii) none of did not at the Parent SEC Documents contained time they were filed and, except as amended prior the date hereof, at any time since filing or will not at the time they are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No DOCP Subsidiary is required to file any form, report or other document with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent DOCP SEC Documents (the "Parent Financial Statements"): Reports (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes thereto), (ii) fairly presents the consolidated financial position, results of operations and cash flows of DOCP and the consolidated DOCP Subsidiaries (c) Except as set forth in Section 3.8 of the DOCP Disclosure Schedule or as and to such financial statements orthe extent set forth on the audited DOCP balance sheets contained in DOCP SEC Reports filed with the SEC prior to the date of this Agreement, DOCP and the DOCP Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations incurred in the case ordinary course of unaudited statements, as permitted by Form 10-Q of the SEC, business and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are could not reasonably be expected to beto, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000have a DOCP Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Company SEC on or after December 31, 1999 and prior to the date of this Agreement (the "PARENT SEC REPORTS"), which are all registration statementsthe forms, proxy statements reports and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since such date. The Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (and if any Parent SEC Report filed prior to the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if this Agreement was amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding superceded filing): (i) 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 contain any untrue statement of a material fact or omitted 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 Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) The At their respective dates, each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, Exchange Act) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented in all material respects presents the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. (c) Parent has previously furnished to Company a complete and correct copy of this Agreementany amendments or modifications, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed as of the "date hereof, to agreements, documents or other instruments which previously had been filed by Parent Balance Sheet Date" means September 30, 2000with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has delivered (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with, and all Parent Certifications (as defined below) filed or furnished by Parent with or to, the SEC since the date formation of Parent's incorporation , including all amendments thereto (collectively, the "“Parent SEC Documents"”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with or to the SEC since December 31, 1998 the formation of Parent have been so filedfiled or furnished on a timely basis. As of their respective dates (or, if amended the time it was filed with or superseded by a filing prior furnished to the date of this Agreement, then on the date of such amendment or superseding filing): SEC: (i) each of the Parent SEC Documents complied as to form 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 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, except to the extent corrected by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to Parent SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Parent Certifications”) is accurate and complete, and complied as to form and content with all applicable Legal Requirements in effect at the time such Parent Certification was filed with or furnished to the SEC. (b) Except as disclosed under item 1A. of the Parent’s annual Form 10K, Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning Parent required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. (c) The financial statements (including any related notes) contained set forth in the Parent SEC Documents (the "Parent Financial Statements"): Exhibit H attached hereto: (i) complied and continue to comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were that will not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) are true and correct and fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes . (d) To the knowledge of this AgreementParent, "Parent’s auditor has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent Balance Sheet" means that consolidated balance sheet within the meaning of Parent as Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the "Public Company Accounting Oversight Board thereunder. All non-audit services (as defined in Section 2(a)(8) of the Xxxxxxxx-Xxxxx Act) performed by Parent’s auditors for Parent Balance Sheet Date" means September 30, 2000were approved as required by Section 202 of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. (a) Parent has made available CBS and Infinity have filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since from December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior 1996 to the date of this Agreement, then including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of such amendment this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The CBS SEC Reports, as well as all forms, reports and documents to be filed by CBS or superseding filing): Infinity with the SEC after the date hereof and prior to the Effective Time, (i) each of the Parent SEC Documents complied were or will be prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, and the Exchange Act (Act, as the case may be); , and the rules and regulations thereunder, (ii) none of did not at the Parent SEC Documents contained time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the periodic reporting requirements of the Exchange Act. (b) The Each of the financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent CBS SEC Documents (Reports and each of the "Parent Financial Statements"): (i) complied as financial statements to form in all material respects be filed by CBS or Infinity with the published rules SEC after the date hereof and regulations of prior to the SEC applicable thereto; (ii) were Effective Time was or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial statements orposition, results of operations and cash flows of CBS and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with generally accepted accounting principles (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or not and are not reasonably expected to bebe material). (c) Except as and to the extent set forth in the CBS SEC Reports, CBS and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which, individually or in the aggregate, be material in amount), would not have a CBS Material Adverse Effect. (d) CBS has heretofore furnished to Viacom complete and (iii) fairly presented in correct copies of all material respects amendments and modifications that have not been filed by CBS or Infinity with the consolidated financial position of Parent SEC to all agreements, documents and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means other instruments that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q previously had been filed by CBS or Infinity with the SEC and the "Parent Balance Sheet Date" means September 30, 2000are currently in effect.

SEC Filings; Financial Statements. (a) Parent BioSante has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms schedules and other documents required to have been be filed by Parent it with the SEC since December 31, 1998 have been so filed2005 (collectively, the “BioSante SEC Reports”). As of their respective dates The BioSante SEC Reports (i) at the time they were filed or, if amended amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, or superseded 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 corrected by a filing subsequent BioSante SEC Report filed with or furnished to the SEC by BioSante, and in either case, publicly available prior to the date of this AgreementAgreement and (ii) did not, then on at the time they were filed, or, if amended, as of the date of such amendment or superseding filing): (i) 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 amendment, contain any untrue statement of a material fact or omitted 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 BioSante SEC Report. No subsidiary of BioSante is required to file any form, report or other document with the SEC. There are no outstanding comments from the Staff of the SEC with respect to any of the BioSante SEC Reports. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent BioSante SEC Documents Reports (or if amended prior to the "Parent Financial Statements"): (idate of this Agreement, as amended) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; with respect thereto (ii) were except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, changes in stockholders’ equity, results of operations and cash flows of BioSante and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments which were notadjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of BioSante and its consolidated subsidiaries as at December 31, 2008, including the notes thereto, or disclosed in the BioSante 10-K or other Current BioSante SEC Reports filed subsequent to the date of the BioSante 10-K, neither BioSante nor any of its subsidiaries 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 December 31, 2008, (ii) relating to payment or performance obligations under contracts that are either (1) disclosed in the BioSante Disclosure Schedule or (2) not required to be so disclosed by the terms of this Agreement (and including any of the foregoing types of contracts that are entered into or obtained after the date of this Agreement, as long as such action does not result in a breach of this Agreement) in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet or (iii) incurred in connection with the performance by BioSante of its obligations under this Agreement. (d) BioSante 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 BioSante SEC Report. (e) The records, systems, controls, data and information of BioSante and its subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of BioSante and its subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to behave a material adverse effect on the system of internal accounting control described below in this Section 5.06(e). BioSante 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 all material information concerning BioSante and any of its subsidiaries that is required to be disclosed in BioSante SEC Reports and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of BioSante’s SEC filings and other public disclosure documents. (f) BioSante maintains a standard system of accounting, established and administered in accordance with GAAP. BioSante 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. (g) Since December 31, 2005, (i) neither BioSante nor any of its subsidiaries nor, to the knowledge of BioSante, any director, officer, employee, auditor, accountant or representative of BioSante or any of its subsidiaries, has had knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of BioSante or any of its subsidiaries or their respective internal accounting controls, (ii) no attorney representing BioSante or any of its subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by BioSante or any of its officers, directors, employees or agents to the BioSante Board, any single member or committee thereof or to any officer of BioSante, and (iii) there have been no internal investigations regarding accounting or revenue recognition initiated at the direction of the chief executive officer, chief financial officer, general counsel, the BioSante Board or any committee thereof that could have a material effect on accounting or revenue recognition. (h) BioSante is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of BioSante, otherwise or, to the knowledge of BioSante, is not the subject of any investigation, audit, review or hearing by or in front of (A) the SEC or NASDAQ, with respect to any BioSante SEC Report or any of the information contained therein, or (B) any other Governmental Authority, with respect to the conduct by BioSante or any of its subsidiaries of its business or any aspect thereof the outcome of which is, as of the date of this Agreement, individually or in the aggregate, reasonably likely to be material in amount)materially adverse to BioSante and any of its subsidiaries, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries taken as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000a whole.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation January 1, 2018 (the "“Parent SEC Documents"”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since January 1, 2018, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 have been so filedfiled on a timely basis. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) ), 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) and, as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2017, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. As used in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, supplied or otherwise made available to the SEC. (b) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 generally accepted accounting principles applied on a consistent basis throughout the periods covered GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in adjustments) applied on a consistent basis unless otherwise noted therein throughout the aggregate, be material in amount), periods indicated; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes Other than as expressly disclosed in the Parent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP. (c) Parent’s independent registered public accounting firm has at all times since its first date of service to Parent been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) to the Knowledge of Parent, “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Parent, 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) Since January 1, 2017 through the date of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent except as of September 30, 2000 set forth in Section 3.7(d) of the Parent Disclosure Schedule, Parent has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Parent Common Stock on Nasdaq. As of the date of this Agreement, Parent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Documents, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies or all comment letters, written inquiries and enforcement correspondences between the SEC, on the one hand, and Parent's Quarterly Report , on the other hand, occurring since January 1, 2017 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date of this Agreement. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Documents is the subject of an ongoing SEC report or outstanding SEC comment. (e) Since January 1, 2017, there have been no formal 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, principal accounting officer or general counsel of Parent, the Parent 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) Parent is and, since its first date of listing on Nasdaq, has been, in compliance in all material respects with the applicable current listing and governance rules and regulations of Nasdaq. (g) Parent 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 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 to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting as of December 31, 2019 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q filed with (or any amendment thereto) its conclusions about the SEC 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. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and made available to the "Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any known fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent Balance Sheet Date" means September 30has not identified, 2000based on its most recent evaluation of internal control over financial reporting, any material weaknesses in the design or operation of Parent’s internal control over financial reporting. (h) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that all information required to be disclosed by Parent in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications. (i) Since January 1, 2017, Parent has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent’s internal accounting controls relating to periods after January 1, 2017, including any material written complaint, allegation, assertion or claim that Parent 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).

SEC Filings; Financial Statements. (a) Parent has made available to the Company timely filed or furnished all registration statements, proxy statements statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed by Parent with the SEC since January 1, 2019 (the date “Parent SEC Reports”). None of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents ’s Subsidiaries is required to have been file any documents with the SEC. As of the time it was filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of the Company have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. As of the date of this Agreement, to the Knowledge of Parent, none of the Parent SEC Reports is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including any related notesnotes and auditor reports) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): Reports: (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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to bethat, individually or in the aggregate, will not be material in amount), ; and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes No financial statements of any Person that is not a Parent Entity are required by GAAP to be included in the consolidated financial statements of Parent and its consolidated Subsidiaries. (c) The Parent Entities 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. (d) Since January 1, 2019, Parent has not had: (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; or (ii) any fraud that involves management or any other employee who has (or has had) a significant role in Parent’s internal control over financial reporting. (e) The Parent Entities maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Parent Entities is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. (f) Between January 1, 2019 and the date of this Agreement, "there have been no changes in any of Parent’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material to Parent’s financial statements (including, any related notes thereto) contained in the Parent Balance Sheet" means that consolidated balance sheet of SEC Reports, except as described in the Parent SEC Reports or except as of September 30, 2000 set forth may have been required or permitted by any regulatory authority. The reserves reflected in Parent's Quarterly Report on Form 10-Q filed such financial statements have been determined and established in accordance with the SEC GAAP and the "Parent Balance Sheet Date" means September 30, 2000have been calculated in a consistent manner.

SEC Filings; Financial Statements. (a) Parent has made available to the Company timely filed all registration statements, proxy statements prospectuses, forms, reports and other statements, reports, schedules, forms documents and other documents related exhibits required to be filed by Parent with it under the SEC Securities Act or the Exchange Act, as the case may be, since the date of Parent's incorporation January 1, 1995 (collectively, the "Parent SEC DocumentsFilings"). All statements, reports, schedules, forms and other documents required to have been filed by The Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Filings (i) each of the Parent SEC Documents complied were prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Filings was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes thereto and except with respect to such financial unaudited statements or, in the case of unaudited statements, as permitted by Form 10-Q of under the SEC, Exchange Act) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each presented fairly presented in all material respects the consolidated financial position of Parent and its the consolidated subsidiaries Parent Subsidiaries as of at the respective dates thereof and for the consolidated results respective periods indicated therein, except as otherwise noted therein (subject, in the case of operations unaudited statements, to normal and cash flows recurring year-end adjustments). The books and records of Parent and its consolidated subsidiaries for Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as and to the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that extent set forth on the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of September 30May 31, 2000 set forth 1997 included in Parent's Quarterly Report on Form 10-Q filed for the period ended May 31, 1997 including the notes thereto, neither 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 notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the SEC and ordinary course of business that would neither, individually or in the "aggregate, (i) have a Parent Balance Sheet Date" means September 30, 2000Material Adverse Effect nor (ii) prevent or materially delay the performance of this other than Agreement by Parent.

SEC Filings; Financial Statements. (a) Parent has made available to the Company All forms, documents and reports, together with all registration statementsexhibits, proxy financial statements and other statementsschedules filed or furnished therewith, reportsand all information, schedulesdocuments and agreements incorporated in any such form, forms and other documents filed document or report (but not including any document incorporated by Parent with reference into an exhibit), excluding the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statementsJoint Proxy Statement/Prospectus, reports, schedules, forms and other documents required to have been filed with or furnished to the SEC by Parent or any of the Parent Subsidiaries since January 1, 2024 have been timely filed or furnished, as the case may be. All such forms, documents and reports, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Parent may file after the date of this Agreement and prior to the Closing Date), are referred to herein as the “Required Parent SEC Documents,” and such Required Parent SEC Documents, with any voluntarily filed forms, documents, reports or other document filed by the Parent with the SEC on or since December 31January 1, 1998 have been so 2024 (excluding, in each case, information explicitly deemed “furnished” rather than “filed. ”), are referred to herein as the “Parent SEC Documents.” As of their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment amendment, supplement or superseding filing): (i) each of the Required 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 the requirements of SOX and (ii) none of the Parent SEC Documents contained (A) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes, if any) contained in the Required Parent SEC Documents (the "Parent Financial Statements"): 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 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, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes notes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes of this Agreement, "“Parent Balance Sheet" ” means that audited consolidated balance sheet (and notes thereto) of Parent and its consolidated Subsidiaries as of September 30December 31, 2000 2023 (the “Parent Balance Sheet Date”) set forth in Parent's Quarterly ’s Annual Report on Form 10-Q K filed with the SEC and the "Parent Balance Sheet Date" means September 30on March 4, 20002024.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Target, in the form filed with the SEC, (i) its Annual Report on Form 10–KSB for the year ended December 31, 2007; (ii) its Quarterly Report on Form 10-QSB for the period ended September 30, 2008; (iii) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation September 30, 2008; and (the "Parent SEC Documents"). All statements, reports, schedules, forms iv) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31September 30, 1998 have been so filed. As of their respective dates 2008 (orcollectively, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the “Parent SEC Documents complied Reports”). The Parent SEC Reports (x) were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (iiy) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2008, including the notes thereto (the “2008 Balance Sheet”), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2008, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or furnished, as applicable, on a timely basis all registration forms, statements, proxy statements certifications, reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC under the Exchange Act or the Securities Act since the date of Parent's incorporation January 1, 2012 (the "Parent SEC Documents"). All forms, statements, reportsreports and documents filed or furnished since January 1, schedules, forms 2012 and other documents required to have been those filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior furnished subsequent to the date of this Agreementhereof, then on including any amendments thereto, the date of such amendment or superseding filing): (i) each “Parent SEC Reports”). Each of the Parent SEC Documents Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (as and the case may be); Sxxxxxxx-Xxxxx Act, and (ii) none of any rules and regulations promulgated thereunder applicable to the Parent SEC Documents contained Reports, or, if not yet filed or furnished, will to the Knowledge of Parent comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Parent SEC Reports did not contain any untrue statement of a material fact or omitted 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 in which they were made, not misleading, and any Parent SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to Parent’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) The As of the date of this Agreement, Parent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other hand, occurring since January 1, 2015 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date hereof. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (i) Each of the consolidated financial statements (including including, in each case, any related notesnotes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form Reports fairly present, in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with 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 orrespects, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of its date, or, in the respective dates thereof and case of the Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the consolidated results of operations and cash flows financial position of Parent and its consolidated subsidiaries Subsidiaries as of its date and each of the consolidated statements of income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods covered therebyset forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the case of Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (the “Parent Financial Statements”). (d) Parent has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and, to the Knowledge of Parent, such system is effective in providing such assurance. Parent (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and, to the Knowledge of Parent, such disclosure controls and procedures are effective (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the Audit Committee of the Board of Directors of Parent (and made summaries of such disclosures available to the Company) (A) (i) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (ii) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Each of Parent and its Subsidiaries have materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. Parent is in compliance in all material respects with all effective provisions of the Sxxxxxxx-Xxxxx Act. (e) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this AgreementSection 3.5(e), "Parent Balance Sheet" means that consolidated balance sheet “principal executive officer” and “principal financial officer” has the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. None of Parent as or any of September 30its Subsidiaries has outstanding, 2000 set forth or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Sxxxxxxx-Xxxxx Act. (f) Neither Parent or any of its Subsidiaries nor, to the Knowledge of Parent's Quarterly Report on Form 10-Q filed with the SEC and the ", any director, officer, employee, or internal or external auditor of Parent Balance Sheet Date" means September 30or any of its Subsidiaries has received or otherwise had or obtained actual knowledge of any substantive material complaint, 2000allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. (a) Parent The Company has made available to the Company filed or furnished, as applicable, in a timely manner all registration forms, statements, proxy statements certifications, reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC since under the Exchange Act or the Securities Act for the year preceding the date of Parent's incorporation hereof (the "Parent “SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been As of the time it was filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) ), each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the latest time they were filed, amended, or superseded, as applicable, none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained of the Company included in the Parent SEC Documents Reports (collectively, the "Parent “Financial Statements"): (i”) complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable with respect thereto; (ii) were prepared . The Financial Statements fairly present in all material respects the financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered (“GAAP”) (except as may be indicated in the notes to such financial statements orotherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iiiadjustments) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for applied on a consistent basis unless otherwise noted therein throughout the periods covered therebytherein specified. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent Except as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q 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 SEC and the "Parent Balance Sheet Date" means September 30date of such Financial Statements, 2000none of which have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or furnished, as applicable, all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been be filed or furnished by Parent it with the SEC since December 31, 1998 have been so filed2004 (the “Parent SEC Reports”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): The Parent SEC Reports (i) each of the Parent SEC Documents complied were prepared or will be prepared in all material respects in accordance with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not or will not, at the time of filing or furnishing, or, if amended, as of the Parent SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes) contained in . Each of the Parent SEC Documents (Reports, at the "Parent Financial Statements"): (i) complied as to form time of its filing or being furnished complied, or if not yet filed or furnished, when so filed or furnished, will comply in all material respects with the published applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. (b) Parent maintains (i) disclosure controls and procedures (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to ensure that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC applicable thereto; and other public disclosure documents and (ii) were a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP which 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 Parent, (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 Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements. Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of the Parent Board (x) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to materially adversely affect Parent’s ability to record, process, summarize and report financial information (and has identified for Parent’s auditors and audit committee of the Parent Board any material weaknesses in internal control over financial reporting) and (y) any fraud, whether or not material, that involves management or other employees who have a significant role Parent’s internal control over financial reporting. (c) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in, or incorporated by reference into, the Parent SEC Reports was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements orand schedules thereto) and each fairly presents, or in the case of unaudited statementsParent SEC Reports filed after the date hereof, as permitted by Form 10-Q of the SECwill fairly present, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated position, results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respective periods covered thereby. For purposes indicated therein, except as otherwise noted therein (subject, in the case of this Agreementunaudited statements, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10to normal and recurring year-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000end adjustments).

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since January 1, 2001 (collectively, the date of Parent's incorporation (the "“Parent SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their the respective dates they were filed (or, and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amendment or superseding filing): ), (i) each of the Parent SEC Documents Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of the Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any form, report or other document with the SEC or any similar Governmental Entity. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents Reports (the "“Parent Financial Statements"): (i”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and the consolidated Parent Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments which were not, or are would not reasonably be expected to beto, individually or in the aggregate, be material in amounthave a Parent Material Adverse Effect), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated The most recent balance sheet of Parent contained in the Parent SEC Reports as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q 2003 is hereinafter referred to as the “Parent Balance Sheet.” (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. (d) Parent has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To Parent’s knowledge, (i) such disclosure controls and procedures are effective to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to Parent’s senior management by others within those entities, particularly during the period when Parent’s periodic reports to which such information relates are required to be prepared, (ii) such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the "preparation of financial statements for external purposes in accordance with generally accepted accounting principles, (iii) there are no significant deficiencies or material weaknesses in the design or operation of Parent’s internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data and (iv) there is no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Section 4.07(d) of the Parent Balance Sheet Date" means September 30Disclosure Letter lists, 2000and Parent has made available to the Company, complete and correct copies of, all formally written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 4.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) Neither Parent nor any of Parent’s current or former officers or directors are the subject of an SEC investigation or enforcement action.

SEC Filings; Financial Statements. (a) Parent Company has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other Parent (through reference to documents filed by Parent XXXXX or otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since the initial filing date of the registration statement for Company's initial public offering (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC since the initial filing date of Parentthe registration statement for Company's incorporation initial public offering. The Company SEC Reports (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent A) were prepared in accordance with the SEC since December 31requirements of the Securities Act or the Exchange Act, 1998 have been so filed. As of their respective dates as the case may be, and (or, B) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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. Company does not have any subsidiaries that are required to file any reports or other documents with the SEC. (b) The Each set of financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent Company SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial thereto and except that unaudited statements or, do not contain footnotes in the case of unaudited statementssubstance or form required by GAAP, as is permitted by Form 10-Q of the SEC, Exchange Act) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of Company at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. (c) Company has previously furnished to Parent a complete and correct copy of this Agreementany amendments or modifications, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC and but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the "Parent Balance Sheet Date" means September 30, 2000SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to Except as set forth in Section 3.10(a) of the Disclosure Schedule, the Company has filed all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents required to be filed by Parent it with the SEC since the date of Parent's incorporation January 1, 1998 (collectively, the "Parent Company SEC DocumentsReports"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their the respective dates (oron which they were filed, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and the Exchange Act (Act, as the case may be); , and (ii) none of the Parent Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent Company SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments which were not, or are that could not be reasonably expected to beto, individually or in the aggregate, be material in amounthave a Material Adverse Effect), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated The balance sheet of Parent the Company contained in the Company SEC Reports as of September 30December 31, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed 1998 is hereinafter referred to as the "Company Balance Sheet." (c) The Company has no current intention of filing with the SEC any amendments or modifications on Exchange Act Form 10K-A and is not currently obligated to file any report on Exchange Act Form 8-K (except as may be required with respect to the "Parent Balance Sheet Date" means September 30transactions contemplated hereby), 2000pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent Ithax has made available timely filed all Ithax SEC Reports required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent with the SEC since the date of Parent's incorporation (the "Parent January 27, 2021. The Ithax SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Reports (i) each of the Parent SEC Documents complied were prepared in all material respects in accordance with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Parent SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. 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 Ithax SEC Reports. (b) The Each of the financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent Ithax SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Ithax as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring year-end adjustments adjustment, none of which were would be material to the business, operations, assets, liabilities, financial condition, operating results or cash flow of Ithax). (c) Except as and to the extent set forth on the financial statements contained in the Ithax SEC Reports, none of Ithax, Merger Sub I or Merger Sub II has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities and obligations which are not, or are not reasonably expected to be, individually or in the aggregate, be material to Ithax, Merger Sub I and Merger Sub II, taken as a whole, (ii) liabilities and obligations incurred in amountthe ordinary course of business since January 1, 2021 (none of which is a liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) fairly presented liabilities and obligations incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Agreement, the performance of their respective covenants or agreements in this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. (d) Except as not required in reliance on exemptions from various reporting requirements by virtue of Ithax’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its incorporation, (i) Ithax has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Ithax’s financial reporting and the preparation of Ithax’s financial statements for external purposes in accordance with GAAP and (ii) Ithax has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Ithax is made known to Ithax’s principal executive officer and principal financial officer by others within Ithax, in each case except as set forth in the Ithax SEC Reports. (e) Ithax has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Since its incorporation, Ithax has complied in all material respects the consolidated financial position with all applicable listing and corporate governance rules and regulations of Parent Nasdaq Capital Market. The classes of securities representing issued and its consolidated subsidiaries as outstanding Ithax Class A Ordinary Shares are registered pursuant to Section 12(b) of the respective dates thereof Exchange Act and are listed for trading on Nasdaq Capital Market. As of the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes date of this Agreement, "Parent Balance Sheet" means there is no material Action pending or, to the knowledge of Ithax, threatened against Ithax by Nasdaq Capital Market or the SEC with respect to any intention by such entity to deregister Ithax Class A Ordinary Shares or prohibit or terminate the listing of Ithax Class A Ordinary Shares on Nasdaq Capital Market. Ithax has not taken any action that consolidated balance sheet is designed to terminate the registration of Parent Ithax Class A Ordinary Shares under the Exchange Act. (g) Ithax has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of September 30proper and accurate financial statements in accordance with GAAP and to maintain accountability for Ithax’s assets, 2000 in each case other than as set forth in Parent's Quarterly Report on Form 10-Q filed with the Ithax SEC Reports. Ithax maintains and, for all periods covered by the Ithax financial statements, has maintained books and records of Ithax in the "Parent Balance Sheet Date" means September 30ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of Ithax in all material respects. (h) Since its incorporation, 2000Ithax has not received any written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Ithax, (ii) “material weakness” in the internal controls over financial reporting of Ithax or (iii) fraud, whether or not material, that involves management or other employees of Ithax who have a significant role in the internal controls over financial reporting of Ithax, in each case other than as set forth in the Ithax SEC Reports.

SEC Filings; Financial Statements. (a) Parent The Company has made available filed all periodic reports and documents required under the Exchange Act to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since the date of Parent's incorporation Securities and Exchange Commission (the "Parent SEC") since November 10, 1995, including all exhibits filed in connection therewith (collectively, the "Company SEC DocumentsReports"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the The Company SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Reports (i) each of the Parent SEC Documents complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act (as and the case may be); rules and regulations thereunder and (ii) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Parent as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) The financial statements (including Company will deliver to Parent as soon as they become available true and complete copies of any related notes) contained in the Parent SEC Documents report, registration statement or statement mailed by it to its securityholders generally (the "Mailings") subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such Mailings (excluding any information therein provided by Parent Financial Statements"): (i) complied or Merger Sub, as to form which the Company makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. (c) Each of the published financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied, and in the Mailings will comply, as to form with the applicable accounting requirements and rules and regulations of the SEC applicable thereto; United States Securities and Exchange Commission (ii"SEC") were and was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amountthereto), and (iii) each fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated position, results of operations and cash flows of Parent the Company and its the consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respective periods covered thereby. For purposes indicated therein in accordance with United States generally accepted accounting principles (subject, in the case of this Agreementunaudited statements, "Parent Balance Sheet" means that consolidated to normal and recurring year-end adjustments). (d) Except as and to the extent set forth on the balance sheet of Parent the Company as of September 30, 2000 set forth 1997, including the notes thereto (the "Company 1997 Balance Sheet"), the Company has no material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet, or in Parent's Quarterly the notes thereto, prepared in accordance with United States generally accepted accounting principles, except for liabilities and obligations (i) disclosed in any Company SEC Report on Form 10-Q and Mailing filed since September 30, 1997 and prior to the date of this Agreement, (ii) incurred since September 30, 1997 in the ordinary course of business or (iii) incurred pursuant to this Agreement. (e) The Company has heretofore furnished 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 the "Parent Balance Sheet Date" means September 30, 2000are currently in effect.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC including, without limitation, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and 1999, respectively, (ii) all registration statements, proxy statements and relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other statements, reports, schedules, forms and other documents reports or registration statements filed by Parent with the SEC since the date of Parent's incorporation January 1, 1999 and (the "Parent SEC Documents"). All statements, reports, schedules, forms v) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31January 1, 1998 have been so filed1999 (collectively, the "Parent SEC Reports"). As Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of their respective dates the Securities Act or the Exchange Act, as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 Parent's subsidiaries is required to file any forms, reports or other documents with the SEC or any national securities exchange or quotation service or comparable Governmental Authority. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes and schedules thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amountthereto), and (iii) each fairly presented presents in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreementindicated, "Parent Balance Sheet" means except that consolidated balance sheet of Parent as of September 30, 2000 set forth the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000amount.

SEC Filings; Financial Statements. (a) Parent has filed, and made available to the Company and its representativ es, all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents required to be filed by Parent it with the SEC since January 1, 2001 through the date of Parent's incorporation this Agreement (collectively, the "Parent SEC DocumentsReports"). All statementsAs of the respective dates they were ------------------ filed, reports(i) the Parent SEC Reports were prepared, schedulesand all forms, forms reports and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to after the date of this AgreementAgreement and prior to the Effective Time will be prepared, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities "Exchange Act Act" of 1934, ------------ as amended (the "Exchange Act") as the case may be); , and (ii) none of the Parent ------------ SEC Documents contained Reports contained, nor will any forms, reports and documents filed after the date of this Agreement and prior to the Effective Time contain, any untrue statement of a material fact or omitted 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 superseded by a Parent SEC Report filed subsequently and prior to the date hereof. Parent is eligible to register the resale of the Parent Company Stock to be issued hereby by the Shareholders under a Form S-3 registration statement. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (Reports and in any form, report or document filed after the "Parent Financial Statements"): (i) complied date of this Agreement and prior to the Effective Time was, or will be, as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were case may be, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECGAAP) and each presented or will present fairly, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) fairly presented in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the respective periods covered thereby. For purposes indicated therein, except as otherwise noted therein (subject, in the case of this Agreementunaudited statements, "Parent Balance Sheet" means to normal year-end adjustments that consolidated balance sheet of Parent as of September 30would not reasonably be expected to have, 2000 set forth individually or in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30aggregate, 2000a Material Adverse Effect).

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Targets in the form filed with the SEC, (1) its Annual Report on Form 10-K for the year ended December 31, 2022 and December 31, 2023 (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2024; (3) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation September 30, 2023; and (the "Parent SEC Documents"). All statements, reports, schedules, forms 4) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31September 30, 1998 have been so filed2024 (collectively, the “Parent SEC Reports”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): The Parent SEC Reports (i) each of the Parent SEC Documents complied were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2024, including the notes thereto (the “2024 Balance Sheet”), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2024, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Targets a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents required to be filed by Parent it with the SEC since the date of Parent's incorporation August 1, 2004 (collectively, the "Parent PARENT SEC DocumentsREPORTS"). All statements, reports, schedules, forms and other documents required Parent SEC Reports (i) at the time they were filed complied as to have been filed by Parent form in all material respects with the SEC since December 31applicable requirements of the Securities Act or the Exchange Act, 1998 have been so filed. As of their respective dates as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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. (b) The consolidated financial statements (including including, in each case, any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) Reports complied as to form in all material respects with the published applicable rules and regulations of the SEC applicable with respect thereto; (ii) , were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, ) and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end recurring adjustments). (c) Parent and its consolidated subsidiaries for Subsidiaries have no Liabilities except (a) those which are adequately reflected or reserved against as noted above in the periods covered thereby. For purposes Financial Statements included in the most recently filed Parent SEC Report, and (b) those which have been incurred in the ordinary course of this Agreement, "Parent Balance Sheet" means that consolidated business and consistent with past practice since the last balance sheet of Parent as of September 30date therein or which are not, 2000 set forth individually or in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30aggregate, 2000material in amount.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation December 31, 2021 (the "“Parent SEC Documents"”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Since December 31, 2021, all material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 have been so filedfiled on a timely basis. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) ), 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) and, as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since December 31, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or NYSE American with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent 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, including with regards to any accounting practices of Parent. As used in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, supplied or otherwise made available to the SEC. (b) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 generally accepted accounting principles applied on a consistent basis throughout the periods covered GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in adjustments) applied on a consistent basis unless otherwise noted therein throughout the aggregate, be material in amount), periods indicated; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes Other than as expressly disclosed in the Parent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP. (c) Parent’s independent registered public accounting firm has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) to the Knowledge of Parent, “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Parent, 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 3.7(d), since December 31, 2021, through the date of this Agreement, "Parent Balance Sheet" means has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of NYSE American or the staff thereof relating to the delisting or maintenance of listing of the Parent Common Stock on NYSE American. As of the date of this Agreement, Xxxxxx has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Documents, and the SEC has not advised Parent that consolidated balance sheet any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies or all comment letters, written inquiries and enforcement correspondences between the SEC, on the one hand, and Parent, on the other hand, occurring since December 31, 2021 and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date of this Agreement. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Documents is the subject of an ongoing SEC report or outstanding SEC comment. (e) Since December 31, 2021, there have been no formal 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, principal accounting officer or general counsel of Parent, the Parent 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) Parent is and since January 1, 2020 has been, in compliance in all material respects with the applicable current listing and governance rules and regulations of NYSE American. (g) Parent maintains, and at all times since December 31, 2021, 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) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board, (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements and (iv) that Parent maintains records in reasonable detail which accurately and fairly reflect the transactions and dispositions of the assets of Parent and any of its Subsidiaries. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting as of September 30December 31, 2000 set forth 2021, and, to the extent required by applicable Law, presented in Parent's Quarterly Report any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q filed with (or any amendment thereto) its conclusions about the SEC 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. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and has described in Section 3.7(g) of the "Parent Balance Sheet Date" means September 30Disclosure Schedule) (A) all material weaknesses and all significant deficiencies, 2000if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves Parent, any of its Subsidiaries, Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Parent and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing. Parent has not identified, based on its most recent evaluation of internal control over financial reporting, any significant deficiencies or material weaknesses in the design or operation of Parent’s internal control over financial reporting. (h) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications. (i) Parent has not been since January 1, 2020, and is not currently, a “shell company” as defined under Section 12b-2 of the Exchange Act.

SEC Filings; Financial Statements. (a) Parent Replidyne has made all filings with the SEC required under the applicable requirements of the Securities Act and the Exchange Act. Replidyne has delivered or made available (including through XXXXX) to the Company all accurate and complete copies (excluding copies of exhibits) of each report, schedule, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent Replidyne with the SEC on or after January 1, 2006 (the “Replidyne SEC Documents”). Replidyne has resolved with the staff of the SEC any comments it may have received since January 1, 2006 and prior to the date of Parent's incorporation (this Agreement with respect to the "Parent Replidyne SEC Documents in comment letters to Replidyne from the staff of the SEC or, to the extent such comments are unresolved, has disclosed such unresolved comments in the Replidyne SEC Documents"). All statementsReplidyne SEC Documents (x) were filed on a timely basis, reports, schedules, forms and other documents required to have been (y) at the time filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a later filing prior to the date of this Agreement, then than on the date of such amendment or superseding later filing): (i) each of the Parent SEC Documents complied ), were prepared in compliance in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations of the SEC thereunder applicable to such Replidyne SEC Documents, and (iiz) none of did not at the Parent SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted 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 in which they were made, not misleading. (b) The financial statements (including any related notes) contained in the Parent Replidyne SEC Documents (the "Parent Financial Statements"including, in each case, any related notes thereto): (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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and except that the unaudited interim financial statements contained in the case of unaudited statements, Replidyne SEC Documents do not contain footnotes as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may 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 aggregate, be material in amount), Exchange Act; and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Replidyne as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.and

SEC Filings; Financial Statements. (a) Parent Acquiror has filed all forms, reports and documents required to be filed by it with the SEC since January 30, 1996, and has heretofore made available to the Company Company, in the form filed with the SEC (including any exhibits thereto), (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (iii) its Current Report on Form 8-K dated June 12, 1997 related to the acquisition of Safesite Records Management Corporation, as amended by its Current Report on Form 8-K/A dated August 26, 1997; (iv) its proxy statement relating to its 1997 meeting of stockholders; and (v) all other forms, reports and registration statementsstatements filed by it with the SEC since August 14, proxy statements 1997 (the forms, reports and other statementsdocuments referred to in clauses (i) through (v) above being referred to herein collectively as the "Acquiror SEC Reports"). The Acquiror SEC Reports an d any forms, reports, schedules, forms reports and other documents filed by Parent the Acquiror with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to after the date of this AgreementAgreement through the Closing Date, then on the date of such amendment (x) complied with or superseding filing): (i) each of the Parent SEC Documents complied will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be); , and the rules and regulations thereunder and (iiy) none of did not at the Parent SEC Documents contained time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omitted 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 misleadingmisleading and have been, or will be, filed on a timely basis. Acquiror has previously furnished to the Company a true, correct and complete copy of any amendments or modifications (i) that have been made to any document filed as an exhibit to the Acquiror SEC Reports and (ii) that have not yet been, but are required to be, filed with the SEC. (b) The Acquiror's financial statements (statements, including any related notes) in each case the notes thereto, contained in the Parent Acquiror SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (thereby, except as may be indicated in otherwise noted therein, and fairly present the notes to such financial statements orcondition and results of operations of Acquiror and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements, as permitted by to the absence of footnotes and other presentation items and to normal nonmaterial year-end audit adjustments and accruals. (c) Since the date of Acquiror's most recent report to the SEC (Form 10-Q for the quarter ended June 30, 1997), there has been no Adverse Change in Acquiror. To Acquiror's knowledge, there is no Event known to Acquiror which Adversely Affects, or could reasonably be expected to Adversely Affect, Acquiror or the ability of Acquiror to perform any of the SEC, and except that the unaudited financial statements may 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 obligations set forth in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30or any Collateral Document executed or required to be executed pursuant hereto or thereto, 2000 set forth except for changes in Parent's Quarterly Report on Form 10-Q filed with general economic conditions or the SEC and the "Parent Balance Sheet Date" means September 30, 2000industry in general.

SEC Filings; Financial Statements. (a) Parent has delivered or made available (or made available on the SEC website) to the Company accurate and complete copies of all registration statements, proxy statements statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since January 1, 2010, including all amendments thereto (collectively, the date of Parent's incorporation (the "“Parent SEC Documents"”). All Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 1998 have been so filedfiled on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied as to form 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 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 mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Parent Entities required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s management has completed an assessment of the effectiveness of Parent’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 December 31, 2011, and such assessment concluded that such controls were effective. To the Knowledge of Parent, since December 31, 2011, until the date hereof, neither Parent nor any of its Subsidiaries nor Parent’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 Parent Entities; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (the "Parent Financial Statements"): 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 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, in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly presented present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes No financial statements of this Agreement, "any Person other than the Parent Balance Sheet" means that Entities are required by GAAP to be included in the consolidated balance sheet financial statements of Parent contained or incorporated by reference in the Parent SEC Documents. (d) Parent’s auditor has at all times since engagement by Parent been, to the Knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of September 30, 2000 set forth the Sxxxxxxx-Xxxxx Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) in Parent's Quarterly Report on Form 10-Q filed 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 Parent Balance Sheet Date" means September 30Accounting Oversight Board thereunder. To the Knowledge of Parent, 2000all non-audit services performed by Parent’s auditors for the Parent Entities that were required to be approved in accordance with Section 202 of the Sxxxxxxx-Xxxxx Act were so approved.

SEC Filings; Financial Statements. (a) Parent has made available timely filed all forms, reports and documents required to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent with the SEC since January 1, 2001, including, without limitation, all exhibits required to be filed therewith, and has made available to the Company true, complete and correct copies of all of the same so filed (including any forms, reports and documents filed after the date of Parent's incorporation (hereof, the "“Parent SEC Documents"Reports“). All statements, reports, schedules, forms and other than the unredacted version of documents required to have for which confidential treatment has been filed granted by Parent with the SEC since December 31, 1998 have or for which such treatment has been so filedapplied and is pending. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): The Parent SEC Reports: (i) each of at the Parent SEC Documents time filed complied (or will comply when filed, as the case may be) in all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act (as the case may be)Act; and (ii) none did not at the time they were filed (or, if later filed, amended or superseded, then on the date of the Parent SEC Documents contained such later filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents Reports (collectively, the "“Parent Financial Statements"): (i) “), complied or will comply, as the case may be, as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was or will be prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (involved except as may otherwise be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as permitted by Form 10-Q of promulgated by the SEC, and except that fairly presented or will fairly present, as the unaudited financial statements case may 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 aggregate, be material in amount), and (iii) fairly presented in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes therein indicated, except, in the case of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet the unaudited interim financial statements for the absence of Parent as of September 30, 2000 set forth footnotes and normal year-end adjustments which were not and will not be material in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000amount.

SEC Filings; Financial Statements. (a) Parent has made available During the time it was required to do so, the Company filed all registration statements, proxy statements and other statements, reports, schedules, forms and other documents reports required to be filed by Parent it with the SEC since the date of Parent's incorporation under applicable Law (the "Parent Company SEC DocumentsReports"). All statements, reports, schedules, forms and other documents The Company is not currently required to have been file any reports with the SEC. Intermediate LLC has timely filed all reports required to be filed by Parent it with the SEC under applicable Law (the "LLC SEC Reports") since December 31its formation. TCI has timely filed all reports required to be filed by it with the SEC under applicable Law (the "TCI SEC Reports," and together with the LLC SEC Reports and the Company SEC Reports, 1998 have been so filedthe "SEC Reports") since its incorporation. As of their respective dates (ordates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act (Act, as the case may be); , in all material respects. Except as set forth on Schedule 4.6, and (ii) to the extent corrected prior to the date hereof by a subsequently filed SEC Report, none of the Parent SEC Documents Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of Intermediate LLC and TCI (to the extent required under the Exchange Act) has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including such reporting and preparation by each such company. Each of Intermediate LLC and TCI (to the extent required under the Exchange Act) (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to each such company, including its consolidated Subsidiaries, is made known to the principal executive officer and the principal financial officer of each such company by others within each such company, and (ii) has disclosed to its outside auditors and the audit committee (if any) of the board of directors or other governing bodies of each such company, (A) any related notes) contained significant deficiencies and material weaknesses in the Parent SEC Documents design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect any of such company's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in each such company's internal controls. For the purpose of this Section 4.6(b), "principal executive officer" and "principal financial officer" shall have the same meanings given to such terms in the SOA, as amended. (c) The unaudited consolidated balance sheet as of March 31, 2006 of the Company and its consolidated Subsidiaries (the "Parent Company Latest Balance Sheet") and the unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the three-month period then ended (such statements and the Company Latest Balance Sheet, the "Company Latest Financial Statements"): (i) complied and the unaudited consolidated balance sheets, as to form in all material respects with the published rules of December 31, 2005, 2004 and regulations 2003, of the SEC applicable thereto; Company and its consolidated Subsidiaries and the unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for each of the two (ii2) were fiscal years ended on December 31, 2005 and 2004 and the one month period ended on December 31, 2003, and the audited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the eleven-month period ended on November 30, 2003 (collectively, the "Company Prior Period Financial Statements") have been made available by the Company to Buyer. The Company Latest Financial Statements and the Company Prior Period Financial Statements are based upon the books and records of the Company and its Subsidiaries, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during 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, and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) present fairly presented in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated position, results of operations and cash flows of Parent the Company and its consolidated subsidiaries Subsidiaries on a consolidated basis at the respective dates and for the respective periods covered thereby. For purposes indicated, except that the Company Latest Financial Statements and the Company Prior Period Financial Statements may not contain all footnote disclosures and are subject to normal recurring year-end audit adjustments as applicable to the periods audited, none of this Agreement, "Parent Balance Sheet" means that which are material. (d) The (i) unaudited consolidated balance sheet of Parent as of September 30March 31, 2000 set forth in Parent's Quarterly Report on Form 102006 of Intermediate LLC and its consolidated Subsidiaries (the "Intermediate LLC Latest Balance Sheet") and unaudited condensed consolidated statements of operations and cash flows of Intermediate LLC and its consolidated Subsidiaries for the three-Q filed with the SEC month period then ended (such statements and the Intermediate LLC Latest Balance Sheet, the "Parent Intermediate LLC Latest Financial Statements") and (ii) audited consolidated balance sheets, as of December 31, 2005, 2004 and 2003 of Intermediate LLC and its consolidated Subsidiaries and audited consolidated statements of operations, changes in member's deficit and comprehensive income and cash flows, including the notes, of Intermediate LLC and its consolidated Subsidiaries for the years ended December 31, 2005 and 2004 and the one month period ended on December 31, 2003 (collectively, the "Intermediate LLC Prior Period Financial Statements") have been made available to Buyer. The Intermediate LLC Latest Financial Statements and the Intermediate LLC Prior Period Financial Statements are based upon the books and records of Intermediate LLC and its Subsidiaries, have been prepared in accordance with GAAP consistently applied during the periods indicated and present fairly, in all material respects, the financial position, results of operations and cash flows of Intermediate LLC and its consolidated Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated, except that the Intermediate LLC Latest Financial Statements may not contain all footnote disclosures and are subject to normal recurring year-end audit adjustments, none of which are material. (e) The (i) unaudited consolidated balance sheet as of March 31, 2006 of TCI and its consolidated Subsidiaries (the "TCI Latest Balance Sheet Date" means September 30Sheet") and unaudited condensed consolidated statements of operations and cash flows of TCI and its consolidated Subsidiaries for the three-month period then ended (such statements and the TCI Latest Balance Sheet, 2000the "TCI Latest Financial Statements") and (ii) audited consolidated balance sheets, as of December 31, 2005, 2004 and 2003, of TCI and its consolidated Subsidiaries and the audited consolidated statements of operations, changes in shareholder's equity (deficit) and comprehensive income and cash flows, including the notes, of TCI and its consolidated Subsidiaries for the years ended December 31, 2005 and 2004 and the one (1) month ended December 31, 2003 (collectively, the "TCI Prior Period Financial Statements") have been made available to Buyer. The TCI Latest Financial Statements and the TCI Latest Financial Statements are based upon the books and records of TCI and the Subsidiaries, have been prepared in accordance with GAAP consistently applied during the periods indicated and present fairly, in all material respects, the financial position, results of operations and cash flows of TCI and its consolidated Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated, except that the TCI Latest Financial Statements may not contain all footnote disclosures and are subject to normal recurring year-end audit adjustments, none of which are material.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Target, in the form filed with the SEC, (i) its Annual Report on Form 10–KSB for the year ended December 31, 2003; (ii) its Quarterly Report on Form 10-QSB for the period ended September 30, 2004; (iii) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation September 30, 2004; and (the "Parent SEC Documents"). All statements, reports, schedules, forms iv) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31September 30, 1998 have been so filed. As of their respective dates 2004 (orcollectively, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the “Parent SEC Documents complied Reports”). The Parent SEC Reports (x) were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (iiy) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2004, including the notes thereto (the “2004 Balance Sheet”), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2004, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company filed or otherwise transmitted all registration statements, proxy statements and other statementsforms, reports, schedulesstatements, forms certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent it with the SEC since December 3126, 1998 have been so filed2010 (all such forms, reports, statements, certificates and other documents filed since December 26, 2010, collectively, the "Parent SEC Reports"). As Each of their respective dates (orthe Parent SEC Reports, if amended or superseded by a filing prior as amended, complied, and each of the Parent SEC Reports filed subsequent to the date of this AgreementAgreement will comply, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder and the Exchange Act (and the rules and regulations promulgated thereunder, each as in effect on the date so filed. As of its filing date, none of the Parent SEC Reports filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be); and (ii) none of the Parent SEC Documents contained , when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in any Parent SEC Report has been amended or superseded by a later Parent SEC Report filed prior to the date hereof. (b) The Except to the extent that the information in any Parent SEC Report has been amended or superseded by a later Parent SEC Report filed prior to the date hereof, the financial statements (including any all related notesnotes and schedules) contained of Parent and its subsidiaries included in the Parent SEC Documents (the "Parent Financial Statements"): (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 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 or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained 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 aggregate, be material in amount), and (iii) Reports present fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries subsidiaries, as of at the respective dates thereof thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto). (c) Since the enactment of the Xxxxxxxx-Xxxxx Act, Parent has been and is in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ, except in the case of clauses (i) and (ii) for any such noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect with respect to Parent. (d) Parent's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Parent has evaluated the effectiveness of Parent's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its consolidated subsidiaries for conclusions about the periods effectiveness of the disclosure controls and procedures as of the end of the period covered thereby. For purposes by such report or amendment based on such evaluation. (e) Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, "(i) to the knowledge of Parent, Parent Balance Sheet" means had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect in any material respect Parent's ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting. (f) Except (i) as reflected, accrued or reserved against in (A) Parent's consolidated balance sheet of Parent as of September 30December 26, 2000 set forth 2010 (or the notes thereto) included in Parent's Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 26, 2010, or (B) Parent's consolidated balance sheet as of March 27, 2011 (or the notes thereto) included in the Parent's Quarterly Report on Form 10-Q filed on May 5, 2011 for the fiscal quarter ended Xxxxx 00, 0000, (xxx) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (iv) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither Parent nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, other than those which have not had, individually or in the aggregate, a Material Adverse Effect with the SEC and the "Parent Balance Sheet Date" means September 30respect to Parent. (g) Merger Sub has no liabilities or obligations, 2000except as set forth in this Agreement. (h) Merger LLC has no liabilities or obligations, except as set forth in this Agreement.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all accurate and complete copies (excluding copies of exhibits) of each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since the date of Parent's incorporation January 1, 2002 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filedfiled on a timely basis. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 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. (b) The consolidated financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): 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 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 orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained contain footnotes and were are subject to normal and recurring year-end audit adjustments which were will not, or are not reasonably expected to be, individually or in the aggregate, be material in amount), ; and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. (c) Parent has timely filed all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act xx 0000) xxxx respect to any Parent SEC Documents. For Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. (d) Parent has in place internal controls over financial reporting that are 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 include policies and procedures that: (i) pertain to the maintenance of this Agreementrecords that in reasonable detail accurately reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, "Parent Balance Sheet" means and that consolidated balance sheet receipts and expenditures of Parent as are being made only in accordance with authorization of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC management and the "advisors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Parent Balance Sheet Date" means September 30that could have a material effect on the financial statements. (e) Since January 1, 20002002, 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 or general counsel of Parent, the board of directors of Parent or any committee thereof, other than ordinary course audits or review of accounting polices and practices or internal controls required by the Sarbanes-Oxley Act xx 0002.

SEC Filings; Financial Statements. (a) Parent has made available (or made available on the SEC website) to the Company Corporations and the Owners accurate and complete copies of all registration statements, proxy statements statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with the SEC since December 31, 1998 2014, including all amendments thereto (collectively, the “Parent SEC Documents”). Since December 31, 2014, all Parent SEC Documents required to have been filed by Parent or its officers with the SEC have been so filedfiled on a timely basis under applicable Legal Requirements. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of their respective dates the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filingfiling or, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively): (i) each of the Parent SEC Documents complied as to form 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 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 mademade and taking into account the requirements applicable to the respective Parent SEC Document, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002. (b) The consolidated financial statements of Parent included (including any related notesor incorporated by reference) contained in the Parent SEC Documents Reports filed with (but not furnished to) the SEC, including the related notes (the "“Parent Financial Statements"): ”) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to year-end audit adjustments normal in nature and amount), (ii) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable with respect thereto; , and (iiiii) were have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods covered (except thereby, except, in each case, as may be indicated in such statements or in the notes thereto. (c) The Parent and each of its Subsidiaries maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to such ensure that all information (both financial statements or, and non-financial) required to be disclosed by the Parent in the case of unaudited statementsreports that it files or submits under the Exchange Act is recorded, as permitted by Form 10-Q processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and except that such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Parent required under the Exchange Act with respect to such reports. (d) Since December 31, 2014, (i) neither the Parent nor any of its Subsidiaries nor, to the Knowledge of the Parent, any director, officer, employee, auditor, accountant or representative of the Parent or any of its Subsidiaries, 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 Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, Parent or are not reasonably expected to be, individually any of its Subsidiaries has engaged in questionable accounting or in the aggregate, be material in amount)auditing practices, and (iiiii) fairly presented in all to the Knowledge of the Parent, no attorney representing the Parent or any of its Subsidiaries, whether or not employed by the Parent or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2014, by the consolidated financial position Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or to any director or officer of the Parent. (e) The Parent and its consolidated subsidiaries Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the respective dates thereof Parent Financial Statements in conformity with GAAP 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 consolidated results of operations recorded accountability for assets is compared with the existing assets at reasonable intervals and cash flows of appropriate action is taken with respect to any differences. The Parent and has disclosed, based on its consolidated subsidiaries for most recent evaluation prior to the periods covered thereby. For purposes date of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in to the Parent's Quarterly Report on Form 10-Q filed with the SEC ’s outside auditors and the "audit committee of the Parent Balance Sheet Date" means September 30Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely affect the Parent’s ability to accurately record, 2000process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Target, in the form filed with the SEC, (i) its Annual Report on Form 10-KSB for the year ended December 31, 1998; (ii) its Quarterly Report on Form 10-QSB for the period ended June 30, 1999, (iii) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation June 30, 1999, and (the "Parent SEC Documents"). All statements, reports, schedules, forms iv) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31June 30, 1998 have been so filed. As of their respective dates 1999 (orcollectively, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the "Parent SEC Documents complied Reports"). The Parent SEC Reports (x) were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (iiy) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at June 30, 1999, including the notes thereto (the "1999 Balance Sheet"), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since June 30, 1999, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available filed all forms, reports and documents required to be filed with the Company SEC and has heretofore delivered to Target, in the form filed with the SEC, (1) its Annual Report on Form 10-K for the year ended December 31, 2018; (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2019; (3) all other reports or registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation September 30, 2019; and (the "Parent SEC Documents"). All statements, reports, schedules, forms 4) all amendments and other documents required supplements to have been all such reports and registration statements filed by Parent with the SEC since December 31September 30, 1998 have been so filed2019 (collectively, the "Parent SEC Reports"). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): The Parent SEC Reports (i) each of the Parent SEC Documents complied were, and will be, prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not, and will not, at the Parent SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted 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. (b) The Each consolidated financial statements statement (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules Reports has been, and regulations of the SEC applicable thereto; (ii) were will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (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 SECthereto) and each fairly presents, and will present, the financial position of Parent and its subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to bebe material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2019, including the notes thereto (the "2019 Balance Sheet"), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2019, which would not, individually or in the aggregate, be material in amount)have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC and pursuant to the "Parent Balance Sheet Date" means September 30, 2000Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available filed all SEC Reports required under applicable Law to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by Parent it with the SEC since in the date last five years. All of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to Reports have been filed by Parent with Made Available to the SEC since December 31, 1998 have been so filed. Company. (b) As of their respective dates (ordates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): each Parent SEC Report (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (as and the case may be); SEC Rules applicable to such Parent SEC Report, and (ii) none of did not at the Parent SEC Documents contained time it was filed contain any untrue statement of a material fact or omitted 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, except to the extent corrected (A) in the case of a Parent SEC Report filed prior to the date of this Agreement that was amended or superseded prior to the date of this Agreement, by the filing of such amending or superseding Parent SEC Report, and (B) in the case of a Parent SEC Report filed after the date of this Agreement that is amended or superseded prior to the Effective Time, by the filing of such amending or superseding Parent SEC Report. None of the Parent Subsidiaries is required to file any SEC Reports with the SEC. (bc) The As of their respective dates, each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents Reports (the "Parent Financial Statements"): ), (i) complied as to form in all material respects with the published rules and regulations of the SEC Rules applicable thereto; , (ii) were was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of Q, Form 8-K or any successor form under the SEC, and except that the unaudited financial statements may 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 aggregate, be material in amountExchange Act), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Parent Subsidiaries as of at the respective dates thereof and the consolidated results of Parent's and the Parent Subsidiaries' operations and cash flows for the periods indicated in accordance with GAAP, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments in accordance with GAAP. Neither Parent nor any Parent Subsidiary has any liabilities (absolute, accrued, contingent or otherwise) required under GAAP to be set forth on a balance sheet that are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and the Parent Subsidiaries taken as a whole, except for (A) liabilities incurred since the Parent Balance Sheet Date in the Ordinary Course of Business which are of the type that typically recur and which do not result from any Breach of Contract, tort or default or violation of any Law, (B) those specifically set forth or specifically and adequately reserved against in the Parent Balance Sheet, and (C) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement and the Transactions. Except as reflected in the Parent Financial Statements, neither Parent nor any Parent Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated by the SEC). Except as set forth in the Parent SEC Reports, Parent has not had any disagreement with any of its consolidated subsidiaries for auditors regarding accounting matters or policies during any of its past three full fiscal years or to date during the periods covered therebycurrent fiscal year. The books and records of Parent and each Parent Subsidiary have been maintained, and are being maintained, in all material respects in accordance with applicable legal and accounting requirements, and the Parent Financial Statements are consistent in all material respects with such books and records. (d) No investigation by the SEC with respect to Parent or any Parent Subsidiary is pending or, to the Knowledge of Parent, threatened. (e) Parent 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 Parent and the Parent Subsidiaries required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is communicated to the Parent'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 Parent required by Section 302 of SOX, with respect to such reports. For purposes of this AgreementSection 5.7(e), "Parent Balance Sheetprincipal executive officer" means that consolidated balance sheet and "principal financial officer" shall have the meanings ascribed to such terms in SOX. Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of September 30SOX and the rules and regulations promulgated by the SEC thereunder with respect to the Parent SEC Reports. (f) Parent maintains a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, 2000 (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. Parent has Made Available to the Company accurate and complete copies of all material policies, manuals and other documents promulgating such internal accounting controls. Except as set forth in Section 5.7(f) of the Parent Disclosure Schedules, to Parent's Quarterly Report on Form 10Knowledge, there are no "material weaknesses" (as defined by the PCAOB) and there are no series of multiple "significant deficiencies" (as defined by the PCAOB) that are reasonably likely to collectively represent a "material weakness" in the design or operation of Parent's internal controls and procedures, and to Parent's Knowledge, there are no significant deficiencies in the design or operation of Parent's internal controls and procedures. To Parent's Knowledge, in the last five years, there has been no fraud that involves management or other employees who have a significant role in Parent's internal controls and procedures. (g) To Parent's Knowledge, (A) BKR Cornwell Jackson, which has expressed its opinion with respect to xxx Xxxenx Xxxxncial Statements as of December 31, 2004 and as of December 31, 2005, and for each of Parent's fiscal years in the two-Q filed year period ended December 31, 2005, and (B) CF & Co., L.L.P., which has expressed its opinion with respect to the Parent Financial Statements as of December 31, 2003 and for Parent's fiscal year in the one-year period ended December 31, 2003; in each case included in the Parent SEC Reports (including the related notes), is "independent" with respect to Parent and the Parent Subsidiaries within the meaning of Regulation S-X and has been "independent" within such meaning at all times since January 1, 2002. Parent has made such disclosure of non-audit services performed by BKR Cornwell Jackson or CF & Co., L.L.P. in its proxy statements with resxxxx xx ixx xxxxal meetings of its stockholders as is required under the Exchange Act, Securities Act and SEC Rules, and all such non-audit services have been approved in advance by the audit committee of the Parent Board. Parent is in compliance with the SEC and applicable criteria for continued listing of the "Parent Balance Sheet Date" means September 30, 2000Common Shares on the Parent's Principal Market.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all a correct and complete copy of each report, schedule, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by Parent with the SEC since the date of Parent's incorporation Securities and Exchange Commission (the "SEC") on or after December 31, 2001 (the "PARENT SEC REPORTS") or such Parent SEC Documents"). All statementsReports are available on the SEC's Xxxxx filing system at xxx.xxx.xxx, reportswhich are all the forms, schedules, forms reports and other documents required to have been be filed by Parent with the SEC since December 31, 1998 have been so filed2001. As The Parent SEC Reports (A) complied in all material respects with the requirements of their respective dates the Securities Act or the Exchange Act, as the case may be, and (or, B) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted 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 Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) The Each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, the omission of footnotes as permitted by Form 10-Q of the SEC, Exchange Act) and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) each fairly presented in all material respects presents the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreementindicated, "Parent Balance Sheet" means except that consolidated balance sheet of Parent as of September 30, 2000 set forth the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000amount.

SEC Filings; Financial Statements. (a) Parent Each of SpectraSite and the SpectraSite Subsidiaries has made available to the Company filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms statements and other documents required to be filed by Parent with the SEC since the date of Parent's incorporation February 10, 2003 (the "Parent “SpectraSite SEC Documents"Reports”). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Parent SEC Documents which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SpectraSite SEC Report filed or furnished to the SEC by SpectraSite, and in either case, publicly available prior to the date hereof (as the case may beeach, a “SpectraSite Filed SEC Report”); and (ii) none . None of the Parent SpectraSite SEC Documents Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any SpectraSite SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , except to the extent updated, amended, restated or corrected by a subsequent SpectraSite Filed SEC Report. The principal executive officer of SpectraSite and the principal financial officer of SpectraSite (band each former principal executive officer of SpectraSite and each former principal financial officer of SpectraSite, as applicable) The financial statements (including any related notes) contained in have made the Parent SEC Documents (the "Parent Financial Statements"): (i) certifications required by Sections 302 and 906 of, and SpectraSite has complied as to form in all material respects with with, the published Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC applicable promulgated thereunder with respect to SpectraSite’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Except to the extent updated, amended, restated or corrected by a subsequent SpectraSite Filed SEC Report, all of the financial statements included in the SpectraSite SEC Reports, in each case, including any related notes thereto; , as filed with the SEC (ii) were those filed with the SEC are collectively referred to as the “SpectraSite Financial Statements”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SECSEC and subject, and except that in the case of the unaudited financial statements may not have contained footnotes and were subject statements, to normal and recurring normal, year-end audit adjustments which were not, or are would not reasonably be expected to behave, individually or in the aggregate, be material a Material Adverse Effect). The consolidated balance sheets (including the related notes) included in amount)such SpectraSite Financial Statements (if applicable, and (iiias updated, amended, restated or corrected in a subsequent SpectraSite Filed SEC Report) fairly presented present, in all material respects respects, the consolidated financial position of Parent SpectraSite and its consolidated subsidiaries as of the SpectraSite Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such SpectraSite Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SpectraSite Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent SpectraSite and its consolidated subsidiaries the SpectraSite Subsidiaries for the periods covered thereby. For purposes indicated, subject, in the case of this Agreementthe unaudited statements, "Parent Balance Sheet" means to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) SpectraSite 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. (d) SpectraSite’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 material information (both financial and non-financial) required to be disclosed by SpectraSite 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 SpectraSite’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of SpectraSite required under the Exchange Act with respect to such reports. (e) Neither SpectraSite nor any of the SpectraSite Subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to SpectraSite and the SpectraSite Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent SpectraSite and the SpectraSite Subsidiaries as of September 30December 31, 2000 set forth 2004, including the notes thereto, contained in Parent's Quarterly Report the SpectraSite Filed SEC Reports, (ii) liabilities or obligations incurred on Form 10-Q filed behalf of SpectraSite in connection with the SEC this Agreement and the "Parent Balance Sheet Date" means September 30contemplated Merger, 2000(iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2005, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, or would not reasonably be expected to be, material and adverse to the businesses of SpectraSite and the SpectraSite Subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (ai) Parent has made available to the Company filed or furnished, as applicable, on a timely basis all registration forms, statements, proxy statements certifications, reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by Parent it with the SEC under the 1934 Act or the 1933 Act since January 1, 2012 (the forms, statements, reports and documents filed or furnished since January 1, 2012 and those filed or furnished subsequent to the date of Parent's incorporation (hereof, including any amendments thereto, the "“Parent SEC Documents"Reports”). All statements. (ii) Each of the Parent SEC Reports, reports, schedules, forms and other documents required to have been filed by Parent at the time of its filing or being furnished complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement), and any rules and regulations promulgated thereunder applicable to the Parent SEC since December 31Reports, 1998 have been so filedor, if not yet filed or furnished, will to the Knowledge (as defined in the Merger Agreement) of Parent comply in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement), and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such amendment or superseding filing): (i) each of amendment), 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 Reports did not contain any untrue statement of a material fact or omitted 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 in which they were made, not misleading, and any Parent SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to Parent’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (biii) The As of the date of the Merger Agreement, Parent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the MabVax true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Parent, on the other hand, occurring since January 1, 2013 and will, reasonably promptly following the receipt thereof, make available to the MabVax any such correspondence sent or received after the date of the Merger Agreement. To the Knowledge (as defined in the Merger Agreement) of Parent, as of the date of the Merger Agreement, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (iv) (i) Each of the consolidated financial statements (including, in each case, any notes or schedules thereto) included in or incorporated by reference into the Parent SEC Reports fairly present, in all material respects, the consolidated financial position of Parent as of its date, or, in the case of the Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the consolidated financial position of Parent as of its date and each of the consolidated statements of income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notesnotes and schedules) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form fairly presents in all material respects with respects, the published rules results of operations, retained earnings (loss) and regulations changes in financial position, as the case may be, of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout such companies for the periods covered set forth therein (except as may be indicated in the notes to such financial statements orthereto, and in the case of unaudited statements, as may be permitted by Form 10-Q the rules of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end audit adjustments which were notthat will not be material in amount or effect), in each case in accordance with GAAP (as defined in the Merger Agreement) consistently applied during the periods involved, except as may be noted therein, or in the case of Parent SEC Reports filed after the date hereof, will fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted by the rules of the SEC, and subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (the “Parent Financial Statements”). (v) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of financial reporting, and, to the Knowledge (as defined in the Merger Agreement) of Parent, such system is effective in providing such assurance. Parent (i) maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the 0000 Xxx) designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and, to the Knowledge (as defined in the Merger Agreement) of Parent, such disclosure controls and procedures are effective (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the Audit Committee of the Board of Directors of Parent (and made summaries of such disclosures available to MabVax) (A) (i) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not reasonably expected material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Parent has materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. Parent is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement). (vi) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement) and the rules and regulations of the SEC promulgated thereunder with respect to bethe Parent SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3(y)(vi), “principal executive officer” and “principal financial officer” has the meanings given to such terms in the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement). Parent has no outstanding, nor has Parent arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act (as defined in the Merger Agreement). (vii) Parent nor, to the Knowledge (as defined in the Merger Agreement) of Parent, any director, officer, employee, or internal or external auditor of Parent has received or otherwise had or obtained actual Knowledge (as defined in the Merger Agreement) of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Parent has engaged in questionable accounting or auditing practices (z) Absence of Changes. Except as set forth (x) in Parent SEC Reports and (y) on Section 3.6 of the Parent Disclosure Schedule (as defined in the Merger Agreement), after December 31, 2013 and on or before the date of the Merger Agreement: (i) there has not been any change, event, circumstance or condition to the Knowledge (as defined in the Merger Agreement) of Parent that, individually or in the aggregate, be material has had a Parent Material Adverse Effect (as defined in amountthe Merger Agreement); (ii) there has been no split, combination or reclassification of any of the outstanding shares of Parent’s capital stock, and Parent has not declared or paid any dividends on or made any other distributions (in either case, in stock or property) on or in respect of the outstanding shares of Parent’s capital stock; (iii) fairly presented Parent has not allotted, reserved, set aside or issued, authorized or proposed the allotment, reservation, setting aside or issuance of, or purchased or redeemed or proposed the purchase or redemption of, any shares in all its capital stock or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities; (iv) except as required as a result of a change in applicable Laws (as defined in the Merger Agreement) or GAAP (as defined in the Merger Agreement), there has not been any material respects the consolidated financial position change in any method of accounting or accounting practice by Parent; (v) Parent and its consolidated subsidiaries as has not (i) acquired or sold, pledged, leased, encumbered or otherwise disposed of any material property or assets or agreed to do any of the respective dates thereof and foregoing or (ii) incurred or committed to incur capital expenditures in excess of $100,000, in the consolidated results aggregate; (vi) there has been no transfer (by way of operations and cash flows a license or otherwise) of, or agreement to transfer to, any Person’s rights to any Parent Intellectual Property (as defined in the Merger Agreement); (vii) there has been no notice delivered to Parent of any claim of ownership by a third party of any Parent and Intellectual Property (as defined in the Merger Agreement) owned or developed by Parent, or of infringement by Parent of any third party’s Intellectual Property (as defined in the Merger Agreement); (viii) there has not been any (i) grant of any severance or termination pay to any employee of Parent; (ii) entry into any employment, deferred compensation, severance or other similar plan or agreement (or any amendment to any such existing agreement) with any new or current employee of Parent; (iii) change in the compensation, bonus or other benefits payable or to become payable to its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreementdirectors, "Parent Balance Sheet" means that consolidated balance sheet of Parent officers, employees or consultants, except as of September 30, 2000 required by any pre-existing plan or arrangement set forth in Section 3.6(h) of the Parent Disclosure Schedule (as defined in the Merger Agreement); or (iv) termination of any officers or key employees of Parent's Quarterly Report on Form 10-Q filed with ; (ix) there has been no material reevaluation by Parent of any of its assets, including, without limitation, writing down the SEC and value of capitalized inventory or writing off notes or accounts receivable other than in the "Parent Balance Sheet Date" means September 30, 2000ordinary course; or (x) there has not been any agreement to do any of the foregoing.

SEC Filings; Financial Statements. (a) Parent has made available First Commerce complied with all Laws in effecting its going private and deregistration transaction, which is referred to herein as the “going private” transaction, in December, 2004. No shareholder exercised dissenters’ rights in connection with the transaction and there is no and was no Litigation pending or, to the Company Knowledge of First Commerce, threatened in connection with the transaction. Prior to the closing of the “going private” transaction, First Commerce had timely filed all registration statements, proxy statements and other statements, reports, schedules, forms and other documents SEC Documents required to be filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC First Commerce since December 31, 1998 have been so 2002 (the “First Commerce SEC Reports”) until and through the closing of the “going private” transaction. The First Commerce SEC Reports (i) at the time filed. As , complied in all material respects with the applicable requirements of their respective dates the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment filing) contain any untrue statement of a material fact or superseding filing): (i) each omit to state a material fact required to be stated in such First Commerce SEC Reports or necessary in order to make the statements in such First Commerce SEC Reports, in light of the Parent circumstances under which they were made, not misleading. The Bank is not required to file any SEC Documents complied Documents. (b) First Commerce has delivered to SBKC copies of all First Commerce Financial Statements and will deliver to SBKC copies of all similar financial statements prepared subsequent to the date hereof. The First Commerce Financial Statements and any supplemental financial statements (as of the date thereof and for the periods covered thereby) (a) are, or if dated after the date of this Agreement will be, prepared in all material respects accordance with GAAP and in accordance with the applicable requirements books and records of the Securities Act or the Exchange Act (First Commerce, which are and will be, as the case may be); , complete and correct in all material respects and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (iib) present or will present, as the case may be, fairly the financial position of First Commerce as of the dates indicated and the results of operation, changes in shareholders’ equity, and cash flows of First Commerce for the periods indicated, in accordance with GAAP (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereof or, in the case of interim financial statements to the normal recurring year-end adjustments that are not material in any amount or effect), and (c) do not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All call and other regulatory reports have been filed on the appropriate form, and prepared in all material respects in accordance with such form’s instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the First Commerce Financial Statements (the “First Commerce Latest Balance Sheet”), none of the Parent SEC Documents First Commerce Entities has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the SEC, the FDIC, the Georgia Department of Banking and Finance, the Federal Reserve Board or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the First Commerce Entities since January 1, 2005, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No report, including any report filed with the SEC, the FDIC the Georgia Department of Banking and Finance, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the First Commerce Entities to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The First Commerce Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to SBKC. The First Commerce Entities have timely filed all reports and other documents required to be filed by them with the SEC, the FDIC, the Georgia Department of Banking and Finance, and the Federal Reserve Board. (bc) The Each of the First Commerce Entities maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements (including any related notes) contained in the Parent SEC Documents (the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared First Commerce in accordance with generally accepted accounting principles applied GAAP and to maintain accountability for First Commerce’s consolidated assets; (C) access to First Commerce’s assets is permitted only in accordance with management’s authorization; (D) the reporting of First Commerce’s assets is compared with existing assets at regular intervals and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a consistent basis throughout current and timely basis. (d) Since January 1, 2002, none of the periods covered (except as may be indicated First Commerce Entities nor any current director, officer, nor to First Commerce’s Knowledge, any former officer or director or current or former employee, auditor, accountant or representative of the First Commerce Entities has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the notes to such financial statements oraccounting or auditing practices, in the case of unaudited statementsprocedures, as permitted by Form 10-Q methodologies, or method of the SECFirst Commerce Entities or their respective internal accounting controls. No attorney representing the First Commerce Entities, and except that the unaudited financial statements may whether or 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 aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as employed by any of the respective dates thereof First Commerce Entities, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Xxxxxxxx-Xxxxx Act and the consolidated results SEC’s regulations thereunder) by the First Commerce Entities or any officers, directors, employees or agents of operations and cash flows First Commerce’s Board of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes Directors or any committee thereof or to any director or officer of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000First Commerce.

SEC Filings; Financial Statements. (a) Parent has made available to the Company timely filed all registration statements, proxy statements prospectuses, forms, reports and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been be filed by it under the Securities Act or the Exchange Act, as the case may be, since July 1, 2007 (collectively, the “Parent with the SEC since December 31, 1998 have been so filedFilings”). As of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): Each Parent SEC Filing (i) each as of the Parent SEC Documents its date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not, at the Parent SEC Documents contained time it was filed, contain any untrue statement of a material fact or omitted 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, in each case except as corrected by subsequent amendment or Parent SEC Filing filed prior to the date hereof. (b) The financial statements (including any related notes) contained Set forth in the Parent SEC Documents Filings are (i) an unaudited consolidated balance sheet as of March 31, 2010 (the "“Latest Parent Balance Sheet”), and the related unaudited consolidated statements of income and cash flow of Parent for the 3-month period then ended and (ii) an audited consolidated balance sheet as of June 30, 2009, and the related audited consolidated statements of income and cash flow of the Company for the 12-month period then ended (together with the Latest Parent Balance Sheet, the “Parent Financial Statements"): ”). Except as set forth in the Parent SEC Filings, such Parent Financial Statements (iincluding the related notes and schedules) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods covered (except as may be indicated in the notes referred to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, therein and except that the unaudited financial statements may 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 aggregate, be material in amount), and (iii) present fairly presented in all material respects the consolidated financial position condition and results of operations of Parent and its consolidated subsidiaries Subsidiaries (taken as a whole) as of the respective dates thereof times and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered therebyreferred to therein (subject to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). (c) Except as set forth in the Parent SEC Filings, Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since July 1, 2007, neither Parent nor any of its Subsidiaries has received any notification from its internal audit personnel or its independent public accountants of a “material weakness” in Parent’s internal controls. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet the term “material weakness” shall have the meaning assigned to it in Release 2004 001 of Parent the Public Company Accounting Oversight Board. (d) Except as of September 30, 2000 set forth in the Parent SEC Filings, Parent maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent's Quarterly Report on Form 10-Q filed with ’s management as appropriate to allow timely decisions regarding required disclosure. Parent has carried out all required evaluations of the SEC effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the "Parent Balance Sheet Date" means September 30, 2000Exchange Act.

SEC Filings; Financial Statements. (a) Parent 3Com has filed and made available to the Company USR all registration statementsforms, proxy statements reports and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been be filed by Parent 3Com with the SEC since December 31, 1998 have been so 1993, other than registration statements on Form S-8 (collectively, the "3Com SEC Reports"). The 3Com SEC Reports (i) at the time filed. As , complied in all material respects with the applicable requirements of their respective dates the Securities Act and the Exchange Act, as the case may be, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) 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 contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in the 3Com SEC Reports or necessary in order to make the statements thereinin the 3Com SEC Reports, in the light of the circumstances under which they were made, not misleading. None of 3Com's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The Each of the consolidated financial statements (including including, in each case, any related notes) contained in the Parent 3Com SEC Documents (Reports, including any 3Com SEC Reports filed after the "Parent Financial Statements"): (i) date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by for presentation in Quarterly Reports on Form 10-Q of the SECQ), and fairly presented or will fairly present the consolidated financial position of 3Com and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not have contained footnotes and were or are subject to normal and recurring year-end adjustments which were not, not or are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated The unaudited balance sheet of Parent 3Com as of September November 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and 1996 is referred to herein as the "Parent 3Com Balance Sheet Date" means September 30, 2000Sheet."