Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all reports, schedules, forms, reports statements and other documents (including all exhibitsexhibits to the Company SEC Documents) required to be filed by it with the SEC since July 10December 31, 2006 1997 (the “"Post-1997 Company SEC Reports”Documents"). The Except as disclosed in Section 2.07 of the Company Disclosure Schedule or the Company SEC Reports Documents, such reports, schedules, forms, statements and other documents (i) were prepared complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 2.07 of the date hereofCompany Disclosure Schedule, the Company is eligible to register securities on Form S-3 none of the Securities ActCompany's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Post-1997 Company SEC Reports Documents was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and thereto or in the Company’s books and recordsPost-1997 Company SEC Documents), and each fairly presented presents in all material respects, the consolidated financial position, results of operations and cash flows position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein that for purposes of the foregoing representation, the unaudited interim financial statements (subject, i) shall be read in conjunction with the Company's consolidated financial statements contained in the case of unaudited statementsCompany's 1999 Annual Report on Form 10-K, and (ii) were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company HCC has timely filed and provided to VCI all forms, reports and documents (documents, including all exhibits) exhibits thereto, required to be filed by it HCC with the SEC since July 10December 7, 2006 1999 (the “date on which its initial public offering became effective), including its Form 10-K filed for the year ended December 31, 1999 (collectively, the "HCC SEC Reports”"). The HCC SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such HCC SEC Reports or necessary in order to make the statements made thereinin such HCC SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the HCC SEC Reports Reports, including HCC's audited consolidated balance sheet as of December 31, 1999 ("Most Recent HCC Balance Sheet") complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and the Company’s books and records, and each fairly presented in all material respects the consolidated financial position, results position of operations and cash flows of the Company HCC as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsindicated. (c) Except as Since December 31, 1999, HCC has not suffered any Material Adverse Effect, and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company no event has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that occurred which reasonably would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have result in a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “SEC”) since January 1, 2001 (collectively, the “Company SEC Reports”). The SEC Reports As of the respective dates they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), (i) were prepared each Company SEC Report complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the “Securities Act”) or the Exchange Act, as the case may be be, and (ii) did not at none of the time they were filed contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of No Company Subsidiary is required to file any form, report or other document with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC or any similar Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (the “Company Financial Statements”) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto 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 Company’s books and records, and each fairly presented the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notto, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Company Material Adverse Effect). The most recent balance sheet of the Company contained in the Company SEC Reports as of September 30, 2003 is hereinafter referred to as the “Company Balance Sheet”. (dc) The Company has previously made available heretofore furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument which instruments that previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (ed) As of The Company has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the date hereofExchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To Company’s knowledge, neither the Company nor, (i) such disclosure controls and procedures are effective to the knowledge of ensure that material information relating to the Company, any of including its consolidated subsidiaries, is made known to the Company’s employeessenior management by others within those entities, particularly during the period when the Company’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 Company’s internal controls which could adversely affect Company’s ability to record, process, summarize and report financial data and (iv) there is the subject of any formal no fraud, whether or informal investigation by the SECnot material, and, to the knowledge that involves management or other employees who have a significant role in Company’s internal controls. Section 3.07(d) of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3Company Disclosure Letter lists, and the Company has made available to the Investor trueParent, complete and correct copies of of, all formally written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company has received no As used in this Section 3.07, the term “complaintsfile” (within shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintSEC.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since November 1, 2015, including (i) its Annual Reports on Form 20-F (the "Annual Reports") for the fiscal years ended December 31, 2015, 2016 and 2017, respectively, and (ii) Form 6-Ks, all other forms, and reports filed by the Company with the SEC since July 10November 1, 2006 2016 (the forms, reports and other documents referred to in clauses (i) and (ii) above being, collectively, the “SEC Reports”). The SEC Reports (i) were prepared complied in accordance all material respects as to form with the requirements of the Securities Act, or the Securities and Exchange Act of 19331934, as amendedamended (“Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the audited consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Annual Reports was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did would not havehave had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the audited consolidated balance sheet of the Company and its Subsidiaries as of June at September 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 20092018, including the notes theretothereto (the “Balance Sheet”), neither the Company nor any of its Subsidiaries has no liabilities any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise)) that would be required to be disclosed in accordance with GAAP, except for liabilities or obligations and obligations, incurred in the ordinary course of business consistent with past practice since June September 30, 2009 that 2018, which would not, individually or in the aggregate, reasonably be expected to (A) not prevent or materially delay consummation of any of the Transactions, (B) Proposed Transactions or otherwise prevent or materially delay performance by the Company of any of from performing its material obligations under this Agreement or the Registration Rights Agreement or (C) and would not reasonably be expected to have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, since December 31, 2003 (collectively, the “Parent SEC Filings”). Each Parent SEC Filing (i) as of the time it was filed, complied or, if filed subsequent to the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not not, at the time they were it was filed, or, if filed subsequent to the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or will be made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports was Filings was, or will be, prepared in accordance with United States generally accepted accounting principles GAAP applied (“GAAP”except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records), and each presented, or will present, fairly presented the consolidated financial position, results of operations and cash flows of Parent and the Company consolidated Subsidiaries of Parent as at of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which did not and would not, individually or in the aggregate did not haveaggregate, and would not reasonably be expected to have, have a Material Adverse Effect). The books and records of the Company Parent and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements requirements, except for such failures as would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company Parent and its consolidated Subsidiaries as of June 30December 31, 2009 included in 2004 (the Company Form 10-Q for the quarterly period ended June 30“Parent Balance Sheet”), 2009, including the notes thereto, the Company none of Parent nor any of its consolidated Subsidiaries has no 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 ordinary course of business since June 30December 31, 2009 2004 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company Each required form, report and document containing financial statements that Parent has previously made available filed with or furnished to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreementsince December 31, document or other instrument which previously had been filed 2003 was accompanied by the Company with the SEC certifications required to be filed or furnished by Parent’s Chief Executive Officer and Chief Financial Officer pursuant to the Securities Xxxxxxxx-Xxxxx Act of 2002 and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the Exchange Xxxxxxxx-Xxxxx Act. , (eii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the Xxxxxxxx-Xxxxx Act, and (iii) has not been modified or withdrawn. As of the date hereofof this Agreement, neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the Company noraccuracy, to the knowledge completeness, content, form or manner of filing or furnishing of such certifications. Parent’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, Exchange Act) effectively enable Parent to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions comply with, and the SEC)appropriate officers of Parent to make all certifications required under, the Xxxxxxxx-Xxxxx Act. Parent is in compliance in all material respects with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. applicable listing and corporate governance rules and regulations of The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintNasdaq Stock Market.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10December 31, 2006 1995 (collectively, the “"SEC Reports”"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations thereunder and as of their respective filing dates, complied as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and (ii) did not not, at the time they were filed (or at the effective date thereof in the case of registration statements), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As No Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Exchange Act. (b) Each of the consolidated audited and unaudited financial statements (including, in each case, any notes thereto) of the Company contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis ("GAAP") throughout the periods indicated (except as may be indicated in the notes theretothereto and except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and the Company’s books and records, and each fairly presented the consolidated financial position, results of operations and changes in stockholders' equity and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate did not haveaggregate, and would not reasonably be expected to have, have a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as (i) and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as of June 30at December 31, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 20091996, including the notes theretothereto (the "1996 Balance Sheet"), (ii) set forth in Section 3.06(c) of the Disclosure Schedule or (iii) disclosed in any SEC Report filed by the Company after December 31, 1996, neither the Company nor any Subsidiary has no liabilities any liability or obligations obligation 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 GAAP, except for liabilities or and obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 2009 that 1996 which would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectin amount. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as the case may be, all forms, reports and documents (including all exhibits) required to be filed or furnished by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “SEC”) since January 31, 2004 (such forms, reports and other documents, collectively, the “Company SEC Reports”). The Company SEC Reports (i) were prepared in accordance in all material respects with either the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations promulgated thereunder and (ii) did not not, at the time they were filed filed, or, if amended or supplemented, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of There are no outstanding comment letters or requests for information from the date hereofSEC with respect to any Company SEC Report. No Subsidiary is required to file any form, report or other document with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim statements, the omission of footnotes and otherwise as permitted by Form 10-Q of the SEC) and the Company’s books and records, and each fairly presented presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectstherein. (c) Except as and to the extent set forth on the balance sheet of Neither the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company nor any Subsidiary has no liabilities any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared as of the date of this Agreement in accordance with GAAP and consistent with the consolidated balance sheet of the Company and the consolidated Subsidiaries as at January 31, 2006, including the notes thereto (the “Latest Balance Sheet”), except for (i) liabilities and obligations that are reflected, reserved for or disclosed in the Latest Balance Sheet or in the consolidated balance sheet of the Company and the consolidated Subsidiaries as at October 31, 2006, including the notes thereto, (ii) liabilities and obligations that are incurred in the ordinary course of business consistent with past practice since June 30January 31, 2009 2006, (iii) liabilities and obligations that have not had, or which would not, not reasonably be expected to have either individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the aggregate a Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect, or (iv) as set forth in Section 3.7(c) of the Company Disclosure Schedule. (d) The Company has previously timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure and are effective to provide reasonable assurance that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. As used in this Section 3.7, 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 Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange ActSEC. (e) As The Company has disclosed, based on prior evaluations of such disclosure controls and procedures prior to the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is auditors and the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Company Board has established “whistleblower” procedures (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that meet could adversely affect in any material respect the requirements of Exchange Act Rule 10A-3Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has made available to Parent a summary of any such disclosure by management to the Investor true, complete Company’s auditors and correct copies audit committee since the Latest Balance Sheet. (f) The Company has never incurred and does not reasonably expect to incur a charge to earnings due to the failure to report in the appropriate fiscal period the expense related to the issuance of such proceduresa stock option with an exercise price lower than the fair market value of the underlying stock at the date of grant. The Company has received no “complaints” does not have any program or practice in place to (within the meaning of Exchange Act Rule 10A-3i) in respect of any accounting, internal accounting controls time stock option grants to employees or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed directors with the United States Secretary release of Labor and no employee has threatened material non-public information in a manner intended to file any improperly favor employees or directors or (ii) set the exercise prices in coordination with such complaintrelease in a manner intended to improperly favor employees or directors.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent (through reference to documents filed by 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 December 31, 1997 (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10such date. As of their respective dates, 2006 (the “SEC Reports”). The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of Company does not have any subsidiaries that are required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsadjustments. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed after the date hereof, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely made available to Acquiror a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission (the "SEC") since November 3, 1999 (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10November 3, 2006 (the “SEC Reports”)1999. The Company SEC Reports (iA) were prepared complied in accordance all material respects as of their respective dates with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the audited consolidated financial statements (including, in each case, any related notes thereto) and unaudited interim financial statements contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which individually that were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Acquiror a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, since December 31, 2001 (collectively, the “Company SEC Filings”). Each Company SEC Filing (i) as of the time it was filed, complied or, if filed subsequent to the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not not, at the time they were it was filed, or, if filed subsequent to the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or will be made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was Filings was, or will be, prepared in accordance with United States generally accepted accounting principles GAAP applied (“GAAP”except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records), and each presented, or will present, fairly presented the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries of the Company as at of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which did not and would not, individually or in the aggregate did not haveaggregate, and would not reasonably be expected to have, have a Material Adverse Effect). The books and records of the Company and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements requirements, except for such failures as would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30December 31, 2009 2004 included in the Company 2004 Form 10-Q for K (the quarterly period ended June 30“Company Balance Sheet”), 2009, including the notes thereto, none of the Company or any of its consolidated Subsidiaries has no 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 ordinary course of business since June 30December 31, 2009 2004 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Each required form, report and document containing financial statements that the Company has previously made available filed with or furnished to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreementsince July 31, document or other instrument which previously had been filed 2002 was accompanied by the Company with certifications required to be filed or furnished by the SEC Company’s Chief Executive Officer and Chief Financial Officer pursuant to the Securities Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated under such Act or the Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act. ”), and at the time of filing or submission of each such certification, such certification (ei) was true and accurate and complied with the Xxxxxxxx-Xxxxx Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the Xxxxxxxx-Xxxxx Act, and (iii) has not been modified or withdrawn. As of the date hereofof this Agreement, neither the Company nornor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, to the knowledge completeness, content, form or manner of filing or furnishing of such certifications. The Company’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the CompanyExchange Act) effectively enable the Company to comply with, any and the appropriate officers of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, Company to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions withmake all certifications required under, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such proceduresXxxxxxxx-Xxxxx Act. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) is in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed compliance in all material respects with the United States Secretary applicable listing and corporate governance rules and regulations of Labor and no employee has threatened to file any such complaintThe Nasdaq Stock Market.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent 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 December 31, 1999 (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10December 31, 2006 (the “SEC Reports”)1999. The Company SEC Reports (iA) were prepared complied in accordance all material respects as of their respective dates with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which individually that were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it (A) with the SEC and the NSCM since July 10January 1, 2006 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the “SEC date hereof until the Closing, the "Company Reports”)") and (B) since January 1, 1995 with any other Governmental Entities. The SEC Reports Each Company Report (i) were was prepared in accordance with the requirements of the Securities Act, the Exchange Act of 1933, as amended, and or the rules and regulations promulgated thereunder (of the “Securities Act”) or the Exchange ActNSCM, as the case may be be, and (ii) did not at the time they were it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the date hereofExchange Act or required to file any form, report or other document with the SEC, the Company is eligible to register securities on Form S-3 of the Securities ActNSCM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Company Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly the Company’s books consolidated financial position of Company and records, and each fairly presented the financial position, results of operations and cash flows of the Company Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity and cash flows for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectadjustments). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as of June 30February 28, 2009 included 1999 as reported in the Company Form 10-Q for the quarterly period ended June 30Reports, 2009, including the notes thereto, the none of Company or any Company Subsidiary has no 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 U.S. GAAP, except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregateordinary course of business consistent with past practice since February 28, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect1999. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10January 1, 2006 2007 (such forms, reports and other documents, collectively, the “SEC Reports”). The SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the “Securities Act”) ), or the Exchange Act, as the case may be be, and the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed filed, unless amended or superceded (in which case, if amended or superceded, did not as of the date of such amendment or supercession), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As No Subsidiary of the date hereof, the Company is eligible required to register securities on Form S-3 of file any form, report or other document with the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, such consolidated financial statements included in any Form 10-Q do not contain footnotes as permitted by Form 10-Q under the Exchange Act) and (ii) fairly presents, in all material respects, the Company’s books and records, and each fairly presented the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30at December 31, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 20092007, including the notes theretothereto (the “Current Balance Sheet”), neither the Company nor any Subsidiary of the Company has no liabilities any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise)) required to be disclosed on a balance sheet prepared in accordance with GAAP, except for liabilities or and obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation ordinary course of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectbusiness consistent with past practice. (d) The Company has previously heretofore furnished or otherwise made available to the Investor a Parent or Parent’s legal counsel complete and correct copy copies of any amendment or modification which has all amendments and modifications that have not yet been filed by the Company with the SEC to any agreementall agreements, document or documents and other instrument which instruments that previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Actand are currently in effect. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The OHGI has made available to the Company and the Members, or there has timely filed all formsbeen available on EXXXX, reports correct and documents (including all exhibits) required to be complete copies of each report, registration statement and definitive proxy statement filed by it OHGI with the SEC since July 10January 1, 2006 2015 (the “SEC Reports”). The As of their respective dates, the SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Included in the SEC Reports are the audited consolidated balance sheets of OHGI as of December 31, 2016, and 2015, and the related audited consolidated statements of operations, stockholders’ equity and cash flows for December 31, 2016, and 2015, together with the notes to such statements and the opinion of its independent certified public accountants, with respect thereto; and the unaudited consolidated balance sheets of OHGI as of September 30, 2017, and 2016, and the related unaudited consolidated statements of operations and cash flows for the three (3) months and nine (9) months ended September 30, 2017, and 2016, together with the notes to such statements. (c) Each set of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States U.S generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as OHGI at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments adjustments, which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of OHGI, taken as a whole. (d) The Company has previously made available OHGI balance sheets are true and accurate and present fairly as of their respective dates the financial condition of OHGI. As of the date of such balance sheets, except as and to the Investor a complete and correct copy of any amendment extent reflected or modification which has not yet been filed with reserved against therein, OHGI had no liabilities or obligations (absolute or contingent) that should be reflected in the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act balance sheets or the Exchange Act.notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of OHGI, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required by GAAP to be set forth therein. All of OHGI’s assets are reflected on its financial statements, and, except as set forth in the OHGI Disclosure Schedules or the financial statements of OHGI or the notes thereto, OHGI has no material liabilities, direct or indirect, matured or un-matured, contingent or otherwise; and (e) As The books and records, financial and otherwise, of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or OHGI are in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, all material aspects complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX and have been filed maintained in accordance with GAAP, consistently applied throughout the United States Secretary of Labor and no employee has threatened to file any such complaintperiods involved.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it the Company with the SEC since July 10, 2006 Securities and Exchange Commission (the “"SEC") since the filing of the Company's annual report on Form 10-K for the year ended December 31, 2000. All such forms, reports and documents, including the Company's annual report on Form 10-K for the year ended December 31, 2001, are referred to herein as the "COMPANY SEC REPORTS." As of their respective dates, each of the Company SEC Reports”). The SEC Reports , as of the date filed and as they may have been subsequently amended, (i) were prepared in accordance with the all requirements of the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations promulgated of the SEC thereunder (the “Securities Act”) or the Exchange Actapplicable to such Company SEC Reports, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or did not 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 All material agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the date hereof, Company or any of its Subsidiaries are subject are included as part of or specifically identified in the Company is eligible to register securities SEC Reports or have been specifically identified as material agreements on Form S-3 SCHEDULE 2.5(a) of the Securities ActDisclosure Letter, and made available, to counsel to the Purchasers. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was (collectively, the "FINANCIAL STATEMENTS") (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and recordswith each other, and each (iii) fairly presented the financial position, results of operations and cash flows position of the Company as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, quarterly financial statements for the omission of certain footnotes and subject to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect)adjustments. The books and records unaudited financial statements of the Company for the period ending May 31, 2002, in the form provided to the Purchasers (the "UNAUDITED 5/31/02 FINANCIAL STATEMENTS"), (i) have been, and are being, maintained been prepared in accordance with applicable legal generally accepted accounting principles applied on a consistent basis throughout the periods indicated and accounting requirements with each other, and (ii) represented in all material respects. (c) Except as and to respects the extent set forth on the balance sheet financial position of the Company at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as of June 30, 2009 included set forth in the Unaudited 5/31/02 Financial Statements or specifically identified in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes theretoSEC Reports, the Company has no liabilities or obligations of any nature (whether accrued, absoluteliabilities, contingent or otherwise), except for liabilities or other than obligations and commitments incurred since June 30in the ordinary course of business that are not required under generally accepted accounting principles to be reflected in the Unaudited 5/31/02 Financial Statements, 2009 that would notin each case which, individually or in the aggregate, reasonably be expected are not material to (A) prevent the financial condition or materially delay consummation operating results of the Transactions, (B) otherwise prevent or materially delay performance by the Company. The Company is not aware of any material liability of its material obligations under this Agreement any nature, direct or indirect, contingent or otherwise, or any amount not adequately reflected or reserved against in the Registration Rights Agreement or (C) have a Material Adverse EffectUnaudited 5/31/02 Financial Statements and notes thereto. (dc) The Company has previously made available satisfies the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Investors' Rights Agreement). The Company is not required to the Investor file and, if it were to file a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of registration statement on Form S-3 on the date hereof, neither the Company norwould not be required to file any agreement, to the knowledge of the Companynote, any of the Company’s employeeslease, is the subject of any formal or informal investigation by the SECmortgage, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter deed or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been made available previously filed as an exhibit to its reports filed with the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing mattersSEC. To the knowledge of the Company, except for the issuance of the Series A Closing Shares, the Additional Series A Shares, the Series A-1 Purchased Shares and the Warrants contemplated by this Agreement, no complaints seeking relief event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, operations, prospects or financial condition, that would be required to be disclosed by the Company under Section 806 applicable securities laws or the rules and policies of SOX have Nasdaq and the Company's listing agreement with Nasdaq, and which has not been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintpublicly disclosed.

SEC Filings; Financial Statements. (a) The Company Except as set forth in Section 3.6(a) of the Seller Disclosure Letter, the Seller and each Subsidiary, as necessary, has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “"SEC") since January 1, 1997 (the "SEC Reports”"). The SEC Reports (i) were prepared , each of which has complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations promulgated thereunder thereunder, or the Securities Exchange Act of 1934, as amended (the “Securities Act”) or the "Exchange Act"), and the rules and regulations promulgated thereunder. Except as set forth in Section 3.6(a) of the case may be and Seller Disclosure Letter, none of the SEC Reports (iiincluding, but not limited to, any financial statements or schedules included or incorporated by reference therein) did not at the time they were contained when filed contain any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the date hereofSEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, the Company is eligible to register securities on Form S-3 in light of the Securities Actcircumstances under which they were made, not misleading. (b) Each Except as set forth in Section 3.6(b) of the Seller Disclosure Letter, all of the financial statements (includingincluded in the SEC Reports, in each case, including any related notes thereto) contained in , as filed with the SEC Reports was (collectively referred to as the "Seller Financial Statements"), have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and thereto or, in the Company’s books and records, and each fairly presented the financial position, results of operations and cash flows case of the Company unaudited statements, as at may be permitted by Form 10-Q of the respective dates thereof SEC and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of the unaudited statements, to normal year-end adjustments which individually or normal, recurring audit adjustments) and fairly present the consolidated financial position of the Seller and its Subsidiaries at the respective date thereof and the consolidated results of its operations and changes in cash flows for the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect)periods indicated. The books Seller Financial Statements contain proper reserves for claims, litigation and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsuncollectible accounts receivable. (c) Except as There are no liabilities of the Seller or any of its Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the extent set forth on Seller and its Subsidiaries, taken as a whole, with respect to the Assets and Assumed Liabilities other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company as of Seller and its Subsidiaries at June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 20092000, including the notes thereto, (ii) liabilities disclosed in the Company has no SEC Reports, (iii) liabilities or obligations incurred on behalf of any nature the Seller in connection with this Agreement and the contemplated Acquisition, and (whether accruediv) liabilities incurred in the ordinary course of business consistent with past practice since December 31, absolute1999, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notnone of which are, individually or in the aggregate, reasonably likely to be expected material to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectSeller. (d) The Company has previously made Seller will make available upon filing to the Investor Purchaser a complete and correct copy of any amendment amendments or modification modifications which has have not yet been filed with the SEC to any agreementagreements, document documents or other instrument instruments which previously had been filed by the Company Seller with the SEC as exhibits to the SEC Reports pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange ActAct and the rules and regulations promulgated thereunder. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company HLTH has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since July 10December 31, 2006 (the collectively, “HLTH SEC Reports”). The As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereof, the HLTH SEC Reports (i) were prepared filed prior to the date of this Agreement complied, and the HLTH SEC Reports filed subsequent to the date of this Agreement will comply, in accordance all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Actapplicable rules and regulations promulgated thereunder. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the HLTH SEC Reports and the consolidated balance sheet of HLTH as at September 30, 2007 was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and the Company’s books and records, and each fairly presented presents, in all material respects, the consolidated financial position, results of operations and cash flows of HLTH and the Company consolidated HLTH Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which which, individually or in the aggregate did aggregate, have not havehad, and would could not reasonably be expected to have, a HLTH Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on reflected and reserved against in the consolidated balance sheet of HLTH and the Company consolidated HLTH Subsidiaries as of June at September 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, 2007 (including the notes thereto), neither HLTH nor any HLTH Subsidiary has any liability, obligation or Indebtedness that would be required to be reflected on a balance sheet (or the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)notes thereto) prepared in accordance with GAAP, except for liabilities or (i) liabilities, obligations and Indebtedness incurred in the Ordinary Course since June September 30, 2009 that would 2007, (ii) liabilities, obligations and Indebtedness incurred in connection with the Divestitures or the EBS Divestiture and (iii) liabilities, obligations and Indebtedness which are not, individually or in the aggregate, material to HLTH and the HLTH Subsidiaries taken as a whole and which could not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) Transactions or otherwise prevent or materially delay performance by the Company of any of HLTH from performing its material obligations under this Agreement and could not reasonably be expected, individually or in the Registration Rights Agreement or (C) aggregate, to have a HLTH Material Adverse Effect. (d) The Company has previously made available net cash balances of HLTH and the HLTH Subsidiaries as at January 4, 2008 included in the statement of cash balances provided to the Investor a complete Mxxxxx Xxxxxx & Co. Inc. by HLTH were true and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies all material respects as of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintdate.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent 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") after January 1, 1997 (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10after January 1, 2006 (the “SEC Reports”)1997. The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and filed on a timely basis and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, for the absence of footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 SB-2 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June September 30, 2009 2006 included in the Company Form 10-Q QSB for the quarterly period ended June September 30, 20092006, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June September 30, 2009 2006 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent (through reference to documents filed with the SEC by EDGAX xx otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the SEC since December 31, 1997 (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents (including all exhibitsother than preliminary material) required to be filed by it Company with the SEC since July 10December 31, 2006 (the “SEC Reports”)1997. The Company SEC Reports (iA) were prepared in accordance compliance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of Company does not have any subsidiaries that are required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports Reports, and the audited financial statements (including any related notes thereto) as of and for the year ended December 31, 2000 attached to Section 2.07 of the Company Schedule was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and the Company’s books and records, and each fairly presented presents, in all material respects, the consolidated financial position, results position of operations Company and cash flows of the Company as its subsidiaries at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The SOLS has filed and made available to the Company has timely filed all forms, reports reports, schedules, statements and other documents (including all exhibits) required to be filed by it SOLS under the Exchange Act with the SEC since July 10June 30, 2006 2012 (collectively, the “"SOLS SEC Reports”"). The SOLS SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) with respect to any SOLS SEC Reports filed on or after June 30, 2012, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SOLS SEC Reports or necessary in order to make the statements made thereinin such SOLS SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) related notes), contained in the SOLS SEC Reports, including any SOLS SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and the Company’s books and records, and each fairly presented the financial position, results position of operations and cash flows of the Company SOLS as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of Between June 30, 2009 included 2012 and the date hereof, except as disclosed in the Company Form 10-Q for the quarterly period ended June 30SOLS SEC Reports and other than as contemplated by this Agreement, 2009, including the notes thereto, the Company there has no liabilities or obligations of not been any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or change in the aggregate, business or operations of SOLS that has had or reasonably would be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on SOLS. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Expedite 4 has timely made available to SCLI a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by Expedite 4 with the SEC for the 36 months prior to the date of this Agreement (the “Expedite 4 SEC Reports”), which, to Expedite 4’s knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it Expedite 4 with the SEC since July 10for the 36 months or applicable period prior to the date of this Agreement. As of their respective dates, 2006 (to Expedite 4’s knowledge, the “Expedite 4 SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Expedite 4 SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Expedite 4 SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did do not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except contain footnotes as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Expedite 4 at the respective dates thereof and the results of its operations and cash flows for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)periods indicated, except for liabilities that the unaudited interim financial statements were or obligations incurred since June 30, 2009 that would not, individually are subject to normal adjustments which were not or in the aggregate, reasonably be are not expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on Expedite 4 taken as a whole. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company NAC has timely filed all forms, reports and documents (documents, including all exhibits) any exhibits thereto, required to be filed by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “SEC”) since January 9, 2018, together with any amendments, restatements or supplements thereto (collectively, the “NAC SEC Reports”). NAC has furnished to the Company true and correct copies of all amendments and modifications that have not been filed by NAC with the SEC to all agreements, documents and other instruments that previously had been filed by NAC with the SEC and are currently in effect. The NAC SEC Reports (i) were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each director and executive officer of NAC has filed with the SEC on a timely basis all statements required with respect to NAC by Section 16(a) of the date hereofExchange Act and the rules and regulations thereunder. As used in this Section 4.07, the Company term “file” shall be broadly construed to include any manner in which a document or information is eligible furnished, supplied or otherwise made available to register securities on Form S-3 of the Securities ActSEC or Nasdaq Capital Market. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the NAC SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP and Regulation S-x or Regulation S-K, as applicable, applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and the Company’s books and records, and each fairly presented presents, in all material respects, the financial position, results of operations and cash flows of the Company NAC as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did have not havehad, and would not reasonably be expected to have, have a NAC Material Adverse Effect). The books and records NAC has no off-balance sheet arrangements that are not disclosed in the NAC SEC Reports. No financial statements other than those of NAC are required by U.S. GAAP to be included in the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsconsolidated financial statements of NAC. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no NAC does not have any liabilities or obligations of any a nature (whether accrued, absolute, contingent or otherwise)) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities or and obligations incurred since June 30, 2009 that would not, individually or arising in the aggregate, reasonably be expected to (A) prevent or materially delay consummation ordinary course of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectNAC’s business. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed NAC is in compliance in all material respects with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As applicable listing and corporate governance rules and regulations of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintNasdaq Capital Market.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all forms, reports reports, statements, certifications and other documents (including together with all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since July 10April 27, 2006 2008 (all such forms, reports, statements, certificates and other documents filed since April 27, 2008, collectively, the “SEC Reports”). The Each of the SEC Reports (i) were prepared Reports, as of its respective date, or if amended prior to the date hereof, as of the date of such amendment, complied as to form in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be and (ii) did not at be, each as in effect on the time they were filed contain date so filed. As of its filing date, none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of , except to the extent that the information in such SEC Report has been amended or superseded by a later SEC Report filed prior to the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the The financial statements (including, in each case, any including all related notes theretoand schedules) contained of the Company and its subsidiaries included in the SEC Reports was present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto none of which adjustments are expected to have a Material Adverse Effect) and were prepared in accordance all material respects in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout during the periods indicated involved (except as may be expressly indicated therein or in the notes thereto) and the Company’s books and records, and each fairly presented the financial position, results of operations and cash flows ). No subsidiary of the Company 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, is subject to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records periodic reporting requirements of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsExchange Act. (c) Except as and Since April 28, 2008, subject to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes theretoany applicable grace periods, the Company has no liabilities or obligations been and is in compliance with (i) the applicable provisions of any nature the Xxxxxxxx-Xxxxx Act of 2002 and (whether accrued, absolute, contingent or otherwise)ii) the applicable listing and corporate governance rules and regulations of the NYSE, except in the case of clauses (i) and (ii) for liabilities or obligations incurred since June 30, 2009 any such noncompliance that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) (i) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) the Company has previously made available disclosed since April 28, 2008 to the Investor a complete Company’s auditors and correct copy the audit committee of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with Board (A) any significant deficiencies and material weaknesses in the SEC pursuant to the Securities Act design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. ) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (eB) As of the date hereof, neither the Company norany fraud, to the knowledge of the Company, any of whether or not material, that involves management or other employees who have a significant role in the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investorinternal control over financial reporting. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and Company has made available to the Investor true, complete and correct copies of Parent all such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of disclosures made by management to the Company’s auditors and audit committee from April 28, no complaints seeking relief under Section 806 2008 to the date of SOX this Agreement. (e) Except (i) as reflected, accrued or reserved against in (x) the Company’s consolidated balance sheet as of May 2, 2010 (or the notes thereto) included in the Company’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended May 2, 2010, and (y) the Company’s consolidated balance sheet as of August 1, 2010 (or the notes thereto) included in the Company’s Quarterly Report on Form 10-Q filed prior to the date of this Agreement for the fiscal quarter ended August 1, 2010, (ii) for liabilities or obligations incurred in the ordinary course of business since August 1, 2010, (iii) for liabilities or obligations which have been filed with discharged or paid in full prior to the United States Secretary date of Labor this Agreement and no employee (iv) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has threatened any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, of a nature required by GAAP to file any such complaintbe disclosed, reserved or reflected in a consolidated balance sheet or the notes thereto, other than those which have not had and would not have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Since January 1, 2001, the Company has timely filed all formsor furnished each form, reports report, schedule, registration statement and documents (including all exhibits) definitive proxy statement required to be filed or furnished by it the Company with or under the SEC since July 10, 2006 Securities Act (as defined below) or the Exchange Act (the “SEC Reports”). The SEC Reports (i) were filed or furnished on a timely basis, (ii) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiiii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of the date hereof, Company’s subsidiaries is required to file or furnish any reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the “Financial Statements”) (including any Company SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q) and fairly presented and will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the respective dates thereof and the consolidated results of the Company’s and its subsidiaries’ operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments which individually were not or will not be material in amount or significance. Except as reflected in the aggregate did Financial Statements, neither the Company nor any of its subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act (“Regulation S-K”)). All reserves that are set forth in or reflected in the Interim Balance Sheet (as defined below) have been established in accordance with GAAP consistently applied. At October 31, 2004 (the “Interim Balance Sheet Date”), there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not have, and would adequately provided for in the balance sheet as of the Interim Balance Sheet Date (the “Interim Balance Sheet”) as required by Statement No. 5. The Financial Statements comply in all material respects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not reasonably be expected to havehad any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a Material Adverse Effect)report to the audit committee or is otherwise material. The books and records of the Company and each of its subsidiaries have been, and are being, being maintained in all material respects in accordance with applicable legal and accounting requirements in all material respectsrequirements. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (ed) As of the date hereofof this Agreement, neither the Company’s consolidated cash, cash equivalents and certificates of deposit (calculated in accordance with the accounting policies described in the Company’s Form 10-K filed with the SEC on April 20, 2004, as amended by Form 10-K/A filed with the SEC on June 3, 2004, for the fiscal year ended January 31, 2004 (the “2003 Form 10-K”) is not less than $27,000,000. (e) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company norand the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the knowledge Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, any as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the SEC Reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s employeesinternal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. As used in this section, a “significant deficiency” in controls means a control deficiency that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. As used in this section, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. To the Company’s knowledge, there is no fraud, whether or not material, that involves any Employee (as defined in Section 2.11(a)(v)) who has a significant role in the Company’s internal controls and procedures. (f) To the Company’s knowledge, (KPMG LLP, which has expressed its opinion with respect to the financial statements of the Company and its subsidiaries as of January 31, 2004, January 31, 2003 and December 31, 2001 and for each of the fiscal years in the three fiscal year period ended January 31, 2004 included in the SEC Reports (including the related notes), is the subject of any formal or informal investigation by the SEC, and, “independent” (under applicable rules then in effect) with respect to the knowledge Company and each of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (its subsidiaries within the meaning of Exchange Act Rule 10A-3Regulation S-X since the appointment of KPMG LLP in that capacity. The Company is in compliance with the applicable criteria for continued listing of the Company Common Stock on Nasdaq and has not since January 1, 2002 received any notice from Nasdaq asserting any non-compliance with such rules and regulations. (g) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 attorney representing the Company or any of SOX have been filed with its subsidiaries, whether or not employed by the United States Secretary Company or any of Labor and no employee its subsidiaries, or Employee has threatened reported to file the Board or any such complaintcommittee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct or similar violation by an Employee or agent (while acting in that capacity).

SEC Filings; Financial Statements. (a) The Company has timely filed all All forms, reports and documents (including all exhibits) required to be filed by it Leapnet, Inc., a Delaware corporation and predecessor to the Company ("Old Leapnet"), with the SEC since July 10between December 31, 2006 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 19331999 and May 1, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) 2000 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 filing) contain any untrue statement of a material fact related to the business or operations of Old Leapnet as conducted prior to May 1, 2000 or omit to state a material fact related to the business or operations of Old Leapnet as conducted prior to May 1, 2000 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 , except for any such matters that, individually or in the date hereofaggregate, the Company is eligible would not reasonably be expected to register securities on Form S-3 of the Securities Acthave a Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the SEC Reports forms, reports and documents filed by the Company since December 31, 1999 relating to the business and operations of Old Leapnet as conducted prior to May 1, 2000 was prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto and in the Company’s books and recordscase of the interim unaudited financial statements as permitted by Form 10-Q), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and its subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books be material in amount and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notany such matters that, individually or in the aggregate, would not reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Acquiror has timely filed with the Securities and Exchange Commission (the "SEC") and made available to Target or its representatives all forms, reports and documents (including all exhibits) required to be filed by it Acquiror with the SEC since July 10April 26, 2006 2000 (collectively, the “"Acquiror SEC Reports”"). The Acquiror SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “"Securities Act”") or and the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Acquiror SEC Reports or necessary in order to make the statements made thereinin such Acquiror SEC Reports, in the light of the circumstances under which they were made, not misleading. As All other documents subsequently filed by Acquiror pursuant to Sections 12(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereofof this Agreement and before the termination of this Agreement, shall be incorporated by reference into the Company is eligible to register securities on Form S-3 of the Securities Actterm "Acquiror SEC Reports." (b) Each of the financial statements (including, in each case, any notes theretorelated notes) contained in the Acquiror SEC Reports, including any Acquiror SEC Reports filed after the 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 with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the to such 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 as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Acquiror 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 were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Buyer has made available to Company a correct and complete copy, or there has timely been available on EDGAR copies, of each report, registration statement and definitivx xxoxy statement filed by Buyer with the SEC for the six (6) months prior to the date of this Agreement ("BUYER SEC REPORTS"), which, to Buyer's knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it Buyer with the SEC since July 10for the six (6) months prior to the date of this Agreement. As of their respective dates, 2006 (the “to Buyer's knowledge, Buyer SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning Buyer SEC Reports as of any time other than the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Acttime they were filed. (b) Each To Buyer's knowledge, each set of the financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC Reports was with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the financial position of Buyer at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, have a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsEffect on Buyer taken as a whole. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company Buyer has previously made available furnished to the Investor Company a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company Buyer with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it with the SEC since July 10April 30, 2006 1995 (the “"Company SEC Reports”"). The Company SEC Reports (i) were each prepared in accordance with with, and at the time of filing complied in all material respects with, the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended, and together with the rules and regulations promulgated thereunder (the “Securities Act”) or the "Exchange Act"), as the case may be be, and (ii) except as disclosed in Section 3.08 of the Disclosure Schedule, did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of the date hereofCompany's Subsidiaries is required to file any forms, reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities Act. (b) SEC. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports was has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and the Company’s books and records), and each presents fairly presented the consolidated financial position, results of operations and cash flows position of the Company as and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually or in the aggregate did not have, and adjustments. Except as would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. , and except for (di) The liabilities reflected in the Disclosure Documents, (ii) liabilities incurred in the ordinary course of business of the Company has previously made available and its Subsidiaries subsequent to April 30, 1997, and (iii) liabilities incurred with respect to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreementEquipment Debt Refinancing, document or other instrument which previously had been filed by the Company with the SEC pursuant and its Subsidiaries have no liabilities that are material to the Securities Act Company and its Subsidiaries, taken as a whole, and there is no existing condition or the Exchange Act. (e) As set of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would circumstances that could reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintliability.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent 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") for the two calendar years prior to the date of this Agreement (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10, 2006 (for the “SEC Reports”)two calendar years prior to the date of this Agreement. The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's Subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal yeardo not contain footnotes as permitted by Form 10-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records Q of the Company have been, Exchange Act) and are being, maintained in accordance with applicable legal and accounting requirements each fairly presents in all material respectsrespects the consolidated financial position of Company and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission ("SEC") since March 31, 1998 (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents (including all exhibits) required to be filed by it the Company with the SEC since July 10March 31, 2006 (the “SEC Reports”)1998. The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of the date hereof, Company's subsidiaries is required to file any reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports and the set of financial statements set forth on Section 2.7 of the Company Schedule for the period ended December 23, 2000, was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal yeardo not contain footnotes as permitted by Form 10-end adjustments which individually or Q of the Exchange Act) and each fairly presents in all material respects the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records consolidated financial position of the Company have beenand 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 were or are being, maintained subject to normal adjustments which were not or are not expected to be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10January 1, 2006 (1997. The Company has delivered or made available to Parent, in the “form filed with the SEC, the Company SEC Reports”). The Company SEC Reports (including any financial statements or schedules included therein) (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of the date hereofCompany's subsidiaries is required to file any forms, reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually or in the aggregate did and such statements do not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectscontain notes thereto. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available heretofore furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely delivered or made available to Parent 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 December 31, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10, 2006 (the “SEC Reports”)such time. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were filed (or, if such Company SEC Report was amended or superseded by another filing, then on the date of filing of such amendment or superceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each As of the their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports Reports, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to the absence of footnotes and normal year-end adjustments which individually (in addition to those noted therein) were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed as of the date hereof with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange ActAct or any material agreements potentially required to be filed that have not been so filed. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company AGI has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “"SEC") since April 11, 1997 and has made available to E&S all registration statements filed by AGI with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since April 11, 1997 and prior to the date of this Agreement (collectively, the "AGI SEC Reports”"), and has heretofore made available to E&S complete (i.e., unredacted) copies of each exhibit (which is in effect as of the date hereof) to AGI SEC Reports filed with the SEC. The AGI SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations thereunder, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Except as disclosed in AGI SEC Reports, no Subsidiary is required to file any form, report or other document with the SEC. (c) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in AGI SEC Reports complied as to form with the applicable accounting requirements and rules and regulations of the SEC Reports and was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records), and each fairly presented presents the consolidated financial position, results of operations and cash flows of AGI and the Company consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein in accordance with United States generally accepted accounting principles (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate did not haveaggregate, and would not reasonably be expected to have, a have an AGI Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (cd) Except as and to the extent set forth on the consolidated balance sheet of the Company AGI as of June 30January 2, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 20091998, including the notes theretothereto (the "AGI Fiscal Year 1997 Balance Sheet"), the Company neither AGI nor any Subsidiary has no liabilities any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 ) that would notbe A-9 (e) All of the accounts receivable that are reflected on the AGI Fiscal Year 1997 Balance Sheet, individually or and all accounts receivable which have arisen since the AGI Fiscal Year 1997 Balance Sheet through the Effective Date, have arisen from bona fide transactions in the aggregate, reasonably be expected to (A) prevent or materially delay consummation ordinary course of the Transactions, (B) otherwise prevent or materially delay performance by the Company business. AGI has no knowledge of any facts or circumstances (other than general economic conditions) that would result in any material increase in the uncollectability of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectsuch accounts receivable. (df) The Company GI has previously made available heretofore furnished to the Investor a E&S complete and correct copy copies of any amendment or modification which has all material amendments and modifications that have not yet been filed by AGI with the SEC to any agreementall agreements, document or documents and other instrument which instruments that previously had been filed by the Company AGI with the SEC pursuant to the Securities Act or the Exchange Actand are currently in effect. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company AAQS has timely made available to PAWS a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by AAQS with the SEC for the 36 months prior to the date of this Agreement (the “AAQS SEC Reports”), which, to BHI’s knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it AAQS with the SEC since July 10for the 36 months or applicable period prior to the date of this Agreement. As of their respective dates, 2006 (to BHI’s knowledge, the “AAQS SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such AAQS SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the AAQS SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as AAQS at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to havehave a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of AAQS, taken as a whole (“Material Adverse Effect”). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it the Company with the SEC since July 10, 2006 Securities and Exchange Commission (the “"SEC") since the filing of the Company's annual report on Form 10-K for the year ended December 31, 2000. All such forms, reports and documents, including the Company's annual report on Form 10-K for the year ended December 31, 2001, are referred to herein as the "COMPANY SEC REPORTS." As of their respective dates, each of the Company SEC Reports”). The SEC Reports , as of the date filed and as they may have been subsequently amended, (i) were prepared in accordance with the all requirements of the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations promulgated of the SEC thereunder (the “Securities Act”) or the Exchange Actapplicable to such Company SEC Reports, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or did not 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 All material agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the date hereof, Company or any of its Subsidiaries are subject are included as part of or specifically identified in the Company is eligible to register securities SEC Reports or have been specifically identified as material agreements on Form S-3 SCHEDULE 2.5(a) of the Securities ActDisclosure Letter, and made available, to counsel to the Purchasers. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was (collectively, the "FINANCIAL STATEMENTS") (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and recordswith each other, and each (iii) fairly presented the financial position, results of operations and cash flows position of the Company as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, quarterly financial statements for the omission of certain footnotes and subject to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect)adjustments. The books and records unaudited financial statements of the Company for the period ending June 30, 2002, in the form provided to the Purchasers (the "UNAUDITED 6/30/02 FINANCIAL STATEMENTS"), (i) have been, and are being, maintained been prepared in accordance with applicable legal generally accepted accounting principles applied on a consistent basis throughout the periods indicated and accounting requirements with each other, and (ii) represented in all material respects. (c) Except as and to respects the extent set forth on the balance sheet financial position of the Company at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as of June 30, 2009 included set forth in the Unaudited 6/30/02 Financial Statements or specifically identified in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes theretoSEC Reports, the Company has no liabilities or obligations of any nature (whether accrued, absoluteliabilities, contingent or otherwise), except for liabilities or other than obligations and commitments incurred since June 30in the ordinary course of business that are not required under generally accepted accounting principles to be reflected in the Unaudited 6/30/02 Financial Statements, 2009 that would notin each case which, individually or in the aggregate, reasonably be expected are not material to (A) prevent the financial condition or materially delay consummation operating results of the Transactions, (B) otherwise prevent or materially delay performance by the Company. The Company is not aware of any material liability of its material obligations under this Agreement any nature, direct or indirect, contingent or otherwise, or any amount not adequately reflected or reserved against in the Registration Rights Agreement or (C) have a Material Adverse EffectUnaudited 6/30/02 Financial Statements and notes thereto. (dc) The Company has previously made available satisfies the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Investors' Rights Agreement). The Company is not required to the Investor file and, if it were to file a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of registration statement on Form S-3 on the date hereof, neither the Company norwould not be required to file any agreement, to the knowledge of the Companynote, any of the Company’s employeeslease, is the subject of any formal or informal investigation by the SECmortgage, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter deed or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been made available previously filed as an exhibit to its reports filed with the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing mattersSEC. To the knowledge of the Company, except for the issuance of the Series B Shares contemplated by this Agreement, no complaints seeking relief event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, operations, prospects or financial condition, that would be required to be disclosed by the Company under Section 806 applicable securities laws or the rules and policies of SOX have Nasdaq and the Company's listing agreement with Nasdaq, and which has not been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintpublicly disclosed.

SEC Filings; Financial Statements. (a) The Company has timely filed Except as disclosed in SCHEDULE 5.5(a), all forms, reports reports, statements and other documents (including all exhibits) required to be filed by it NetOptix (including those filed under its prior name, Galileo Corporation) with the SEC since July 10September 30, 2006 1996 (excluding the exhibits filed therewith) (the “"Seller SEC Reports”"). The SEC Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933Act, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities The Seller SEC Report filed on Form S-3 of 10-Q with the Securities ActSEC with respect to the fiscal quarter ended June 30, 1999 is referred to as the "Latest Seller SEC Report". (b) Each of the The consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in the Latest Seller SEC Reports was Report were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto) and thereto or, in the Company’s books and recordscase of unaudited interim financial statements, as permitted by Form 10-Q of the SEC), and each fairly presented in all material respects the consolidated financial position, results position of operations NetOptix and cash flows of the Company its consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. (c) NetOptix has previously delivered to the Purchaser the unaudited balance sheets of Leisegang, Galenica and Leisegang GmbH, each as of June 30, 1999 and September 30, 1998 and 1997, and the related statements of income, shareholders' equity, cash flows and supplemental data for periods then ended (collectively, the "Subsidiary Financial Statements"). The unaudited balance sheets of Leisegang, Galenica and Leisegang GmbH, each as of June 30, 1999, are called the "Latest Subsidiary Balance Sheet". (d) Since June 30, 1999, except as required by applicable Law or GAAP, there has been no change in (i) any accounting principle, procedure or practice followed by any Seller or (ii) the method of applying any such principle, procedure or practice. (e) Except as set forth on SCHEDULE 5.5(e), the Subsidiary Financial Statements (x) are in accordance with the books and records of Leisegang, Galenica and Leisegang GmbH (which have been maintained in accordance with good business practices and are true and complete in all material respects), fairly present the financial condition of Leisegang, Galenica and Leisegang GmbH as at the respective dates indicated and at the Latest Balance Sheet Date, their liabilities, and the results of operations, shareholders' equity and cash flows of Leisegang, Galenica and Leisegang GmbH for the respective periods indicated therein except as otherwise noted therein and (subjecty) have been prepared in accordance with GAAP (or with respect to Galenica and Leisegang GmbH, in the case local domestic equivalent of GAAP) consistently applied throughout the periods covered thereby except, with respect to the unaudited statementsFinancial Statements, to for normal year-end adjustments (none of which individually or in the aggregate did not have, will be material) and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations absence of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectfootnotes. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Since January 1, 2021, the Company has filed or furnished on a timely filed basis all reports, schedules, forms, reports statements and other documents (including exhibits and all exhibitsother information incorporated therein) required to be filed or furnished by it the Company with the SEC (as supplemented, modified or amended since July 10the time of filing, 2006 (the “Company SEC ReportsDocuments”). The As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 19332001, as amendedamended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the “Securities Act”date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereofof this Agreement, there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is eligible subject to register securities on Form S-3 the periodic reporting requirements of the Securities Exchange Act. (b) Each of the The financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports was Documents: (i) have been derived from the accounting books and records of the Acquired Companies; (ii) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (iii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iv) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments which individually that, as applicable, were not or in the aggregate did will not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notbe, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectmaterial). (dc) The Company has previously made available to the Investor established and maintains a complete and correct copy system of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or internal control over financial reporting (as defined in Rule 13a-15 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: (ei) As pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date hereofof this Agreement, that assessment concluded that those controls were effective. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors (1) all “significant deficiencies” and “material weaknesses”(as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2021, neither the Company nor, to the knowledge Knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by any Acquired Company, which is reasonably likely to adversely affect any Acquired Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of any Acquired Company who have a significant role in any Acquired Company’s internal control over financial reporting. (d) As of the date of this Agreement, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of any Acquired Company or any malfeasance by any director or executive officer of any Acquired Company. Since January 1, 2021, there have been no internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company or the Board of Directors or any committee of the Board of Directors. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2021, (i) no Acquired Company has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of any Acquired Company, or unlawful accounting or auditing matters with respect to the Acquired Companies and (ii) no attorney representing any Acquired Company, whether or not employed by any Acquired Company, has reported evidence of a violation of securities Legal Requirements, breach of fiduciary duty or similar violation by any Acquired Company or any of their respective officers, directors, employees or agents to the Board of Directors or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (g) The Company has established and maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s employeesreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance, and since January 1, 2021, has been in compliance, in all material respects with all current listing and corporate governance requirements of Nasdaq. (h) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as referred to in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in the Company SEC Documents. (i) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any formal ongoing SEC review and there are no inquiries or informal investigation investigations by the SECSEC or any internal investigations pending or threatened, andin each case regarding any accounting practices of the Company. Prior to the date of this Agreement, to the knowledge extent not publicly available in the XXXXX database of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected SEC at least three (3) Business Days prior to result in the institution date of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions withthis Agreement, the SEC), with the SEC since July 10, 2006 until the date hereof Company has been made available furnished to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, Parent complete and correct copies of all comment letters from the SEC since January 1, 2021 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. (j) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (together with any exhibits, amendments or supplements to such proceduresdocuments, the “Company Disclosure Documents”), when filed, distributed or otherwise disseminated to the Company’s shareholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company has received no “complaints” Disclosure Documents, at the time of the filing of such Company Disclosure Documents with the SEC and at the time such Company Disclosure Documents are first distributed or otherwise disseminated to the Company’s shareholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (within k) The information with respect to the meaning Company that the Company furnishes to Parent or Merger Sub specifically for use in the Offer Documents, at the time of Exchange Act Rule 10A-3) in respect the filing of and at the time of any accounting, internal accounting controls distribution or auditing matters. To the knowledge dissemination of the CompanyOffer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no complaints seeking relief under Section 806 representation with respect to statements made or incorporated by reference in the Company Disclosure Documents based solely on information supplied by or on behalf of SOX Parent or Merger Sub for inclusion or incorporation by reference in the Company Disclosure Documents. (l) All outstanding securities of the Company have been filed offered, issued and sold, as applicable, in compliance in all material respects with all applicable securities Legal Requirements, including the United States Secretary of Labor Securities Act and no employee has threatened to file any such complaint“blue sky” Legal Requirements.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed all forms, reports and documents (including all exhibits) required to be filed with the United States Securities and Exchange Commission ("SEC") and has heretofore delivered to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 2000, (iii) all other reports or registration statements filed by it Parent with the SEC since July 10December 31, 2006 2000, and (iv) all amendments and supplements to all such reports or registration statements filed by parent with the “SEC Reports”(collectively, the "PARENT SEC REPORTS"). The Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Parent's subsidiaries is required to file any forms, reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all materials respects the consolidated financial position, results position of operations Parent and cash flows of the Company its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments adjustments, which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed filed, all forms, reports and documents (including all exhibits) Company Reports required to be filed by it with the SEC since July 10January 1, 2006 2006. All Company Reports, as of their respective dates (the “SEC Reports”). The SEC Reports (ia) were prepared complied in accordance all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act"), and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (iib) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of The representation in the preceding sentence does not apply to (a) any statement or omission in (i) any Company Report filed prior to the date hereof, of this Agreement that was superseded by a subsequent Company Report filed prior to the date of this Agreement or (ii) any Company Report filed after the date of this Agreement that is eligible superseded by a subsequent Company Report filed prior to register securities on Form S-3 of the Securities Act. Closing Date or (b) Each any projections, forecasts, estimates and forward-looking information included in the Company Reports. The consolidated financial statements of the financial statements (including, Company included in each case, any notes thereto) contained in the SEC Company Reports was were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the consolidated financial position, results of operations and cash flows position of the Company and its Subsidiaries, as at of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectaudit adjustments). The books and records No Subsidiary of the Company have beenis currently required to file any periodic reports with the SEC under the Exchange Act. Each Company Report containing financial statements that has been filed with the SEC by the Company was accompanied by the certifications required to be filed or furnished by the Company's principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or xxxxxxxxxx xx each such certification, such certification was true and are being, maintained in accordance with applicable legal and accounting requirements accurate in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent 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") after January 1, 1997 (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10after January 1, 2006 (the “SEC Reports”)1997. The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and filed on a timely basis and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, for the absence of footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company DLD Group has timely made available to DLD Great Industry a correct and complete copy, or there has been available on EXXXX, copies of each report, registration statement and definitive proxy statement filed by DLD Group with the SEC for the 36 months prior to the date of this Agreement (the “DLD Group SEC Reports”), which, to DLD Group’s knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it DLD Group with the SEC since July 10for the 36 months prior to the date of this Agreement. As of their respective dates, 2006 (to DLD Group’s knowledge, the “DLD Group SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such DLD Group SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the DLD Group SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did do not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except contain footnotes as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of DLD Group at the respective dates thereof and the results of its operations and cash flows for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)periods indicated, except for liabilities that the unaudited interim financial statements were or obligations incurred since June 30, 2009 that would not, individually are subject to normal adjustments which were not or in the aggregate, reasonably be are not expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on DLD Group taken as a whole. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed and made available to Company all forms, reports reports, schedules, statements and other documents (including all exhibits) required to be filed by it Parent under the Exchange Act with the SEC Commission since July 10September 30, 2006 2001 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) with respect to any Parent SEC Reports filed on or after January 1, 2004, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements made thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) related notes), contained in the Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and the Company’s books and records, and each fairly presented the financial position, results position of operations and cash flows of the Company Parent as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except Between January 1, 2004 and the date hereof, except as disclosed in the Parent SEC Reports and to other than as contemplated by this Agreement, the extent set forth on Sunset Merger Agreement or the balance sheet PPM, there has not been any change in the business or operations of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company Parent that has no liabilities had or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that reasonably would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on Parent. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (ai) The Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it the Company with the SEC since July 10such date; provided that, 2006 (if the “Company amends any of the Company SEC Reports”), such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. The As of their respective dates, the Company SEC Reports (iA) were prepared complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable thereto, and (iiB) 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinmade, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Company SEC Reports that was provided in writing by Parent. As None of the date hereof, Company's subsidiaries is required to file any reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and thereto or, in the Company’s books and recordscase of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC), and each fairly presented the consolidated financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments which individually or in the aggregate did were not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notnot expected, individually or in the aggregate, reasonably to be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectin amount). (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the Securities and Exchange Commission ("SEC") and has heretofore made available to Majority Shareholders, in the form filed with the SEC, all such forms, reports and other registration statements filed by the Company with the SEC since July 10December 31, 2006 1997 (the “forms, reports and other documents referred to herein, collectively, as the "Company SEC Reports”"). The Company SEC Reports, including all Company SEC Reports filed after the date hereof and prior to the Effective Time, (i) were (in the case of Company SEC Reports filed before the date hereof) or will be prepared in accordance with the requirements of the Securities Act of 1933, as amendedAct, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations thereunder and (ii) did not (in the case of Company SEC Reports filed before the date hereof) at the time they were filed filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, including all Company SEC Reports filed after the date hereof and prior to the Effective Time, was (in the case of Company SEC Reports filed before the date hereof) or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented (in the case of Company SEC Reports filed before the date hereof) in all material respects or will fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein in accordance with generally accepted accounting principles (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect). (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company TJS has timely made available to BVI-ACM a correct and complete copy, or there has been available on EXXXX, copies of each report, registration statement and definitive proxy statement filed by TJS with the SEC for the 36 months prior to the date of this Agreement (the “TJS SEC Reports”), which, to TJS’s knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it TJS with the SEC since July 10for the 36 months prior to the date of this Agreement. As of their respective dates, 2006 (to TJS’s knowledge, the “TJS SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such TJS SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each To TJS’s knowledge, each set of the financial statements (including, in each case, any related notes thereto) contained in the TJS SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal yeardo not contain footnotes as permitted by Form 10-end adjustments which individually or in QSB promulgated under the aggregate did not have, Exchange Act) and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements each fairly presents in all material respects. (c) Except as respects the financial position of TJS at the respective dates thereof and to the extent set forth on the balance sheet results of the Company as of June 30, 2009 included in the Company Form 10-Q its operations and cash flows for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)periods indicated, except for liabilities that the unaudited interim financial statements were or obligations incurred since June 30, 2009 that would not, individually are subject to normal adjustments which were not or in the aggregate, reasonably be are not expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on Applied Spectrum taken as a whole. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (aA) The Company has timely filed delivered or made available to Parent accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents (including all exhibits) required to be filed by it the Company with the SEC since July 10January 1, 2006 2001 (the “"Company SEC Reports”)Documents") as well as all comment letters received by the Company from the SEC since January 1, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. The Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reports have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. Except as set forth in Part 2.4(a) of the Disclosure Schedule, as of 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 filing): (i) were prepared each of the Company SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, Act (as the case may be be); and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As The certifications and statements required by: (A) Rule 13a-14 under the Exchange Act; and (B) 18 U.S.C. ss.1350 (Section 906 of the date hereofSarbanes-Oxley Act) relating to the Company SEC Documents (collectivxxx, xxx "Xxxxifications") are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 2, the Company term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is eligible furnished, supplied or otherwise made available to register securities on Form S-3 of the Securities ActSEC. (bB) Each The Acquired Corporations maintain disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Corporations is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. Part 2.4(b) of the Disclosure Schedule lists, and the Company has made available to Parent accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is in compliance with the applicable rules and regulations of the OTC Bulletin Board and has not since January 1, 2001 received any notice from the OTC Bulletin Board asserting any non-compliance with such rules and regulations. (C) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the Company’s books and records, and each fairly presented the financial position, consolidated results of operations and cash flows of the Company as at the respective dates thereof and its consolidated subsidiaries for the respective periods indicated therein except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Acquired Corporations are required by generally accepted accounting principles to be included in the case consolidated financial statements of unaudited statements, the Company. The financial statements required to be delivered to Parent pursuant to Section 4.1(i): (A) will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except that such financial statements may not contain footnotes and may be subject to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would will not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, material in amount); and (B) otherwise prevent or materially delay performance by will fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of any the respective dates thereof and the consolidated results of operations of the Company and its material obligations under this Agreement or consolidated subsidiaries for the Registration Rights Agreement or (C) have a Material Adverse Effectperiods covered thereby. (dD) The Company Company's auditor has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed at all times required by the Company with the SEC pursuant to the Securities Sarbanes-Oxley Act or the regulations of the Public Company Accountixx Xxxxxxxxx Xoard been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) "independent" with respect to the Company xxxxxx xxx xxxning of Regulation S-X under the Exchange Act. ; and (eiii) As to the Company's knowledge, in compliance with subsections (g) through (l) of Section 10A of the date hereof, neither Exchange Act and the rules and regulations promulgated by the SEC and the Public Company nor, to the knowledge Accounting Oversight Board thereunder. Part 2.4(d) of the Disclosure Schedule contains an accurate and complete description of all non-audit services performed by the Company's auditors for the Acquired Corporations since June 30, any 2002 and the fees paid for such services. All such non-audit services were approved as required by Section 202 of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintSarbanes-Oxley Act.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it (A) with the SEC and the NNM since July 10February 20, 2006 1998 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the “SEC Reports”)date hereof until the Closing, the "PARENT REPORTS") and (B) with any other Governmental Entities. The SEC Reports Each Parent Report (i) were was prepared in accordance with the requirements of the Securities Act, the Exchange Act of 1933, as amended, and or the rules and regulations promulgated thereunder (of the “Securities Act”) or the Exchange ActNNM, as the case may be be, and (ii) did not at the time they were it was filed (or, with respect to any registration statement filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each form, report, statement and document referred to in clause (B) of this Section 5.06(a) was prepared in all material respects in accordance with the requirements of applicable Law. No Parent Subsidiary is subject to the periodic reporting requirements of the date hereofExchange Act or required to file any form, report or other document with the SEC, the Company is eligible to register securities on Form S-3 of the Securities ActNNM, any other stock exchange or any other comparable Governmental Entity. (b) Each Except as provided in the Parent Reports, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Parent Reports was prepared in accordance with United States generally accepted accounting principles U.S. GAAP (“GAAP”except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the Company’s books consolidated financial position of Parent and records, and each fairly presented the financial position, results of operations and cash flows of the Company consolidated Parent Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity and cash flows for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectadjustments). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth or reserved against on the most recent consolidated balance sheet of Parent and the Company Parent Subsidiaries as of June 30, 2009 included reported in the Company Form 10-Q for the quarterly period ended June 30, 2009Parent Reports, including the notes thereto, the Company neither Parent nor any Parent Subsidiary has no 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 U.S. GAAP, except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregateordinary course of business consistent with past practice since December 31, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect2000. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10, 2006 Securities and Exchange Commission (the “"SEC") since January 1, 2001 (collectively, the "Company SEC Reports”"). The SEC Reports As of the respective dates they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), (i) were prepared each Company SEC Report complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the “"Securities Act”") or the Exchange Act, as the case may be be, and (ii) did not at none of the time they were filed contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of No Company Subsidiary is required to file any form, report or other document with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC or any similar Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (the "Company Financial Statements") was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto 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 Company’s books and records, and each fairly presented the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notto, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Company Material Adverse Effect). The most recent balance sheet of the Company contained in the Company SEC Reports as of September 30, 2003 is hereinafter referred to as the "Company Balance Sheet". (dc) The Company has previously made available heretofore furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument which instruments that previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (ed) As of The Company has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the date hereofExchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To Company's knowledge, neither the Company nor, (i) such disclosure controls and procedures are effective to the knowledge of ensure that material information relating to the Company, any including its consolidated subsidiaries, is made known to the Company's senior management by others within those entities, particularly during the period when the Company'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 Company's internal controls which could adversely affect Company'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 Company's internal controls. Section 3.07(d) of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3Company Disclosure Letter lists, and the Company has made available to the Investor trueParent, complete and correct copies of of, all formally written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company has received no “complaints” (within As used in this Section 3.07, the meaning of Exchange Act Rule 10A-3) term "file" shall be broadly construed to include any manner in respect of any accountingwhich a document or information is furnished, internal accounting controls supplied or auditing matters. To otherwise made available to the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintSEC.

SEC Filings; Financial Statements. (a) The Source has made available to the Company and the Stockholders, or there has timely filed all formsbeen available on XXXXX, reports correct and documents (including all exhibits) required to be complete copies of each report, registration statement and definitive proxy statement filed by it Source with the SEC since July 10December 30, 2006 2013 (the “SEC Reports”). The As of their respective dates, the Source SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Source SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Included in the SEC Reports are the (i) audited consolidated balance sheets of Source as of December 31, 2015 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for December 31, 2015, together with the notes to such statements and the opinion of its independent certified public accountants, with respect thereto; and (ii) the unaudited consolidated balance sheets of Source as of September 30, 2016 and 2015 and the related unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2016 and 2015, together with the notes to such statements. (c) Each set of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as Source at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to havehave a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of Source, taken as a whole (“Material Adverse Effect”). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available Source balance sheets are true and accurate and present fairly as of their respective dates the financial condition of Source. As of the date of such balance sheets, except as and to the Investor a complete and correct copy of any amendment extent reflected or modification reserved against therein, Source had no liabilities or obligations (absolute or contingent) which has not yet been filed with should be reflected in the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act balance sheets or the Exchange Act.notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Source, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. All of Source’s assets are reflected on its financial statements, and, except as set forth in the Source Schedules or the financial statements of Source or the notes thereto, Source has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise; (e) As of the date hereof, neither the Company nor, Source has no liabilities with respect to the knowledge of the Company, any of the Company’s employees, is the subject payment of any formal or informal investigation by the SECfederal, andstate, to the knowledge of the Companycounty, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter local or other correspondence that does not address substantively taxes (including any comments deficiencies, interest or questions from, or ongoing discussions with, the SECpenalties), with the SEC since July 10except for taxes accrued but not yet due and payable; and (f) The books and records, 2006 until the date hereof has been made available to the Investor. The audit committee financial and otherwise, of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, Source are in all material aspects complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX and have been filed maintained in accordance with generally accepted accounting principles consistently applied throughout the United States Secretary of Labor and no employee has threatened to file any such complaintperiods involved.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July December 31, 1994 and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2006 1995, 1996 and 1997, (ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the “"March 31, 1998 10-Q"), and, (iii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1994, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above filed by the Company with the SEC since December 31, 1994, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the "Company SEC Reports”"). The Except as disclosed in Section 2.07 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of the date hereofCompany's subsidiaries is required to file any forms, reports or other documents with the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and thereto or in the Company’s books and recordsCompany SEC Reports), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it the Company with the SEC since July 106, 2006 (the “SEC Reports”). The SEC Reports 1995 and has made available to Parent (i) were prepared in accordance with its Transition Report on Form 10-K for the requirements of the Securities Act of 1933eleven-month period ended June 30, as amended1997, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities its Quarterly Reports on Form S-3 of 10-Q for the Securities Act.three- month periods ended September 30, 1997, December 31, 1997, March 31, 1998 and September 30, 1998, respectively, (iii) all proxy 6 (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) US GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and the Company’s books and records, and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect)be material in amount. (c) The books and records unaudited financial statements of the Company have beenfor its fiscal year ended June 30, and are being, maintained 1998 included in accordance with applicable legal and accounting requirements Schedule 2.7(b) of the Company Disclosure Schedule (the "Company Financial Statements") reflect in all material respects. (c) Except as and to respects the extent set forth on the balance sheet financial position of the Company as of June 30, 2009 included 1998 and were prepared in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)accordance with US GAAP, except for liabilities the absence of a statement of shareholders' equity, a statement of cash flow, and in each case, the absence of notes thereto and of any subsequent events or obligations incurred since June 30, 2009 similar such notations that would not, individually or may require a change in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectfinancial statements. (d) The Company has previously made available hereto furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As The Company is not a "reporting issuer" or its equivalent for the purposes of the date hereof, neither the Company nor, to the knowledge of the Company, QSA or any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintCanadian provincial securities legislation.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10January 1, 2006 2012 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Act and the Securities Exchange Act of 19331934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s 's books and records, and each fairly presented the 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 as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Company). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30December 31, 2009 2012 included in the Company Company's Form 10-Q K for the quarterly period ended June 30December 31, 20092012, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30December 31, 2009 2012 that would not, individually or in the aggregate, reasonably be expected to (A) prevent have a material adverse effect on the business, operations, assets, liabilities, financial condition or materially delay consummation results of operations of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectCompany. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment Except as expressly contemplated by this Agreement or modification which has not yet been filed with as set forth in the SEC to any agreementReports, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of since December 31, 2012 through the date hereof, neither the Company nor, to has conducted its business in the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, ordinary course consistent with past practice and, to since such date through the knowledge of the Companydate hereof, no such investigation there has been threatened not occurred any event or development that would, individually or in fact exists which would the aggregate, reasonably be expected to result in have a material adverse effect on the institution business, operations, assets, liabilities, financial condition or results of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge operations of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it (A) with the SEC and the NYSE since July 10January 1, 2006 1995 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the “SEC date hereof until the Effective Time, the "Parent Reports”)") and (B) with any other Governmental Entities. The SEC Reports Each Parent Report (i) were was prepared in accordance with the requirements of the Securities Act, the Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange ActNYSE, as the case may be be, and (ii) did not at the time they were it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the date hereof, the Company is eligible to register securities on Form S-3 requirements of the Securities Actapplicable Law. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Parent Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly the Company’s books consolidated financial position of Parent and records, and each fairly presented the financial position, results of operations and cash flows of the Company its subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity and cash flows for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectadjustments). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company Parent and its subsidiaries as of June 30, 2009 included 1999 as reported in the Company Form 10-Q for the quarterly period ended June 30Parent Reports, 2009, including the notes thereto, the Company none of Parent or any Parent Subsidiary has no any material 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 U.S. GAAP, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect1999. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent 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 December 31, 1999 (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10December 31, 2006 (the “SEC Reports”)1999. The Company SEC Reports (iA) were prepared complied in accordance all material respects as of their respective dates with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which individually that were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company Xxxxxx has timely made available to Gold Promise a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by Xxxxxx with the SEC for the 36 months prior to the date of this Agreement (the “Xxxxxx SEC Reports”), which, to Volney’s knowledge, are all the forms, reports and documents (including all exhibits) required to be filed by it Xxxxxx with the SEC since July 10for the 36 months or applicable period prior to the date of this Agreement. As of their respective dates, 2006 (to Xxxxxx Shareholders’ knowledge, the “Xxxxxx SEC Reports”). The SEC Reports : (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Xxxxxx SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Xxxxxx SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as Xxxxxx at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to havehave a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of Xxxxxx, taken as a whole (“Material Adverse Effect”). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (ai) The Company Seller has timely made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Seller with the Securities and Exchange Commission ("SEC") since July 15, 1998 (the "Seller SEC Reports"), which are all the forms, reports and documents (including all exhibits) required to be filed by it Seller with the SEC since July 10, 2006 (the “SEC Reports”)such date. The Seller SEC Reports (i) were in all material respects prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Seller's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register SEC or with any other foreign securities on Form S-3 of the Securities Actregulatory agency. (bii) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Seller SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did do not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except contain footnotes as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Seller and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)periods indicated, except for liabilities that the unaudited interim financial statements were or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected are subject to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effectnormal year end adjustments. (diii) The Company Seller has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company Seller with the SEC pursuant to the Securities Act or the Exchange Act. (eiv) As of Seller is not a "reporting issuer" or the date hereof, neither the Company nor, equivalent pursuant to the knowledge securities laws of the Company, any of the Company’s employeesprovinces or territories of Canada, and Seller is the not subject of any formal or informal investigation by the SEC, and, to the knowledge of the Companyproxy solicitation rules provided for under any Canadian federal, no such investigation provincial or territorial corporate or securities laws. (v) Seller has been threatened previously furnished to Parent all letters, correspondence, written or in fact exists which would reasonably be expected videotaped records (including without limitation transcripts, summaries or reports) related to result in the institution of any such investigation. Written correspondence (other than any transmittal letter disagreements with former or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintpresent accountants.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since July 10January 1, 2006 2010 (the “SEC Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30March 31, 2009 2011 included in the Company Form 10-Q for the quarterly period ended June 30March 31, 20092011, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30March 31, 2009 2011 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10January 1, 2006 2010 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX Xxxxxxxx-Xxxxx Act of 2002 have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (ai) The Company has timely filed all forms, reports and other documents (including all exhibits, statements and schedules) required to be filed by it with the SEC since July 10December 31, 2006 2004 (the “SEC Reports”). The SEC Reports Reports, each as amended, (i) were have been prepared in accordance with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act of 19332002 (the “Sxxxxxxx-Xxxxx Act”), as amendedthe case may be, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) did not at the time they were not, when filed or as amended, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained included in or incorporated by reference into the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents, in all material respects, or, in the case of SEC Reports filed after the date of this Agreement, will fairly present, in all material respects, the consolidated financial position, results of operations operations, retained earnings (loss), changes in financial position and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which individually or adjustments). (iii) The Company and each of its officers and directors are in the aggregate did not havecompliance with, and would not reasonably be expected to havehave complied since the enactment thereof, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements each case in all material respects, with (A) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under 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. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes 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 material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (div) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreementdisclosed, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company norbased on its most recent evaluation, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions withoutside auditors, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Company Board has established “whistleblower” procedures that meet (A) any significant deficiencies and material weaknesses in the requirements design or operation of Exchange Act internal control over financial reporting (as defined in Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-313a-15(f) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Exchange Act) that are reasonably likely to materially affect the Company’s ability to record, no complaints seeking relief under Section 806 of SOX process, summarize and report financial data and (B) any fraud, whether or not material, known to management that involves management or other employees who, in each case, have been filed with a significant role in the United States Secretary of Labor and no employee has threatened to file any such complaintCompany’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) The Company FAA has timely filed and made available to DSW all forms, reports and documents (including all exhibits) required to be filed by it FAA with the SEC since July 10, 2006 United States Securities and Exchange Commission (the “"SEC") since January 1, 1997 (collectively, the "FAA SEC Reports”"). The FAA SEC Reports (i) were prepared at the time filed, complied --------------- in accordance all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended, and the rules and regulations promulgated thereunder amended (the “Securities Act”) or the "Exchange Act, ") as the case may be be, and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such FAA SEC Reports or necessary in order to make the statements made thereinin such FAA SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the FAA SEC Reports, including any FAA SEC Reports filed after the date of this Agreement until the Closing (the "FAA --- Financial Statements"), complied or will comply as to form in all material -------------------- respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the to such 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 as otherwise noted therein (subjectstatements or, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company permitted by Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance 8-K promulgated by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with and fairly presented or will fairly present the SEC since July 10consolidated financial position of FAA and its subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, 2006 until except that the date hereof has been made available unaudited interim financial statements were or are subject to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, normal and has made available recurring year- end adjustments which were not or are not expected to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) be material in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintamount.

SEC Filings; Financial Statements. (a) The Company has timely filed all the forms, reports and documents (including all exhibits) required to be filed by it Company with the SEC since July 10June 30, 2006 1999 (the “"COMPANY SEC Reports”REPORTS"). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of Company's subsidiaries is required to file any reports or other documents with the date hereof, the Company is eligible to register securities on Form S-3 of the Securities ActSEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end and recurring adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of be material to the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respectsCompany. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available furnished to the Investor Parent a complete and correct copy of any amendment amendments or modification modifications, which has have not yet been filed with the SEC but which are required to any agreementbe filed, document to agreements, documents or other instrument instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as the case may be, all forms, reports and documents (including all exhibits) required to be filed by it with or furnished to the SEC since July 10March 31, 2006 2015 (the “Applicable Date”) (the forms, reports and other documents filed or furnished since the Applicable Date including those filed subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”). The Company SEC Reports (i) at the time they were prepared filed or furnished and, if amended, as of the date of such amendment, complied in accordance all material respects with the all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “Securities Act”) ), or the Exchange Act, as the case may be be, and the rules and regulations promulgated thereunder, in all cases, as in effect on the date so filed or furnished, and (ii) did not not, at the time they were filed or furnished, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents or, in the case of Company SEC Reports filed or furnished after the date hereof, will fairly present, in all material respects, the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which individually or in and the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records exclusion of the Company have been, and are being, maintained certain notes in accordance with applicable legal and accounting requirements the rules of the SEC relating to unaudited financial statements), in all material respectseach case in accordance with GAAP, except as may be noted therein. (c) Except as and to the extent set forth on in the balance sheet consolidated financial statements of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, and its Subsidiaries (including the notes thereto) included in the Company’s annual report on Form 20-F filed with the SEC on August 15, the 2017, no Group Company has no liabilities outstanding (i) any Indebtedness or obligations any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), in each case, that is required in accordance with GAAP to be disclosed or reflected on or reserved against a consolidated balance sheet of the Company and its Subsidiaries, except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since June 30Xxxxx 00, 2009 that would not0000, individually (X) incurred pursuant to this Agreement or in connection with the aggregateMerger or the other transactions contemplated hereby, or (C) which would not reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Company Material Adverse Effect. (d) The Company has previously timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act reasonably designed to ensure that all material information concerning the Company and its Subsidiaries required to be included in reports filed under the Exchange Act is made available known on a timely basis to the Investor a complete individuals responsible for the preparation of the Company’s SEC filings and correct copy other public disclosure documents. The Company’s certifying officers have evaluated the effectiveness of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed Company’s disclosure controls and procedures as of the end of the period covered by the Company with Company’s most recently filed annual report under the SEC pursuant to Exchange Act (such date, the Securities Act or “Evaluation Date”). Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. (e) As The Group Companies maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the date hereofreliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP and include those policies and procedures that are designed to (i) provide for maintenance of records that, neither the Company norin reasonable detail, to the knowledge accurately and fairly reflect dispositions of the Company, any of the a Group Company’s employeesmaterial assets, is the subject (ii) provide reasonable assurance that material transactions are recorded as necessary to permit preparation of any formal consolidated financial statements in accordance with GAAP, and (iii) provide reasonable assurance regarding prevention or informal investigation by the SECtimely detection of unauthorized acquisition, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions fromuse, or ongoing discussions withdisposition of a Group Company’s material assets that would have a material effect on the consolidated financial statements. (f) The Company is in compliance, the SEC)in all material respects, with the SEC since July 10applicable listing and corporate governance rules and regulations of the NASDAQ, 2006 until the date hereof has been made subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Investor. The audit committee Exchange Act and under the relevant rules and regulations of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintNASDAQ).

SEC Filings; Financial Statements. (a) The TPI has filed and made available to the Company has timely filed all forms, reports reports, schedules, statements and other documents (including all exhibits) required to be filed by it TPI under the Exchange Act with the SEC since July 10September 30, 2006 (collectively, the “"TPI SEC Reports”"). The TPI SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Actthereunder, as the case may be and (ii) with respect to any TPI SEC Reports filed on or after September 30, 2006, 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such TPI SEC Reports or necessary in order to make the statements made thereinin such TPI SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) related notes), contained in the TPI SEC Reports, including any TPI SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and the Company’s books and records, and each fairly presented the financial position, results position of operations and cash flows of the Company TPI as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained be material in accordance with applicable legal and accounting requirements in all material respectsamount. (c) Except as and to the extent set forth on the balance sheet of the Company as of June Between September 30, 2009 included 2007 and the date hereof, except as disclosed in the Company Form 10-Q for the quarterly period ended June 30TPI SEC Reports and other than as contemplated by this Agreement, 2009, including the notes thereto, the Company there has no liabilities or obligations of not been any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or change in the aggregate, business or operations of TPI that has had or reasonably would be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse EffectEffect on TPI. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since July 106, 2006 2000 and has made available to VidRev such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the “Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports”). The ." As of their respective dates, the Company SEC Reports (i) were prepared in accordance all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations promulgated of the SEC thereunder (the “Securities Act”) or the Exchange Actapplicable to such Company SEC Reports, as the case may be and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated 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 hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the "Company Financials") (x) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) was prepared in accordance with United States generally accepted accounting principles accepted in the United States (“"GAAP”") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act) and the Company’s books and records, and each (z) fairly presented the financial position, results of operations and cash flows position of the Company as at the respective dates thereof and the results of the Company's operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect)adjustments. The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included contained in the Company Form 10-Q for SEC Reports as of December 31, 2003 is hereinafter referred to as the quarterly period ended June 30"Company Balance Sheet." Except as disclosed in the Company Financials, 2009, including since the notes theretodate of the Company Balance Sheet, the Company has no liabilities or obligations of any nature (whether absolute, accrued, absolute, contingent or otherwise), except for liabilities ) of a nature required to be disclosed on a balance sheet or obligations incurred since June 30, 2009 that would notin the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, reasonably be expected material to (A) prevent the business, results of operations or materially delay consummation financial condition of the TransactionsCompany and its subsidiaries taken as a whole, except liabilities (Bi) otherwise prevent or materially delay performance by provided for in the Company of any of its material obligations under this Agreement or the Registration Rights Agreement Balance Sheet, or (Cii) have a Material Adverse Effect. (d) The Company has previously made available to incurred since the Investor a complete and correct copy date of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result Balance Sheet in the institution ordinary course of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), business consistent with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintpast practices.

SEC Filings; Financial Statements. (a) The Company Since the filing of its 1QSB in June, 2001, APG has timely not filed all formsor furnished any report, reports schedule, registration statement and documents (including all exhibits) definitive proxy statement as required to be filed or furnished by it the Company with or under the Securities Act (as defined below) or the Exchange Act (the SEC since July 10, 2006 (the “SEC Reports”). The SEC Reports that were filed or furnished were timely, (iii) were prepared in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “Securities Act”) or the Exchange Act, as the case may be be, and (iiiii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the Financial Statements) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal yearmay not contain footnotes as permitted by Form 10-end adjustments which individually or in the aggregate did not have, QSB) and would not reasonably be expected to have, a Material Adverse Effect). The books fairly presented and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements fairly present in all material respects. (c) Except as and to respects the extent set forth on consolidated financial position of APG at the balance sheet respective dates thereof. The Financial Statements comply in all material respects with the requirements of the Company as American Institute of June 30, 2009 included in the Company Form 10Certified Public Accountants' Statement of Position 97-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company 2. APG has no liabilities or obligations of not had any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of dispute with any of its material obligations under this Agreement auditors regarding accounting matters or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, policies during any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or period in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), it remained current and filing with the SEC Securities and Exchange Commission. It has had no financial activity since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaintJune 2001.

SEC Filings; Financial Statements. (a) The Company Parent has timely filed all forms, reports reports, statements and documents (including all exhibits) required to be filed by it (A) with the SEC and the NNM since July 10February 20, 2006 1998 (collectively, together with any such forms, reports, statements and documents Parent may file subsequent to the “SEC Reports”)date hereof until the Closing, the "PARENT REPORTS") and (B) with any other Governmental Entities. The SEC Reports Each Parent Report (i) were was prepared in accordance with the requirements of the Securities Act, the Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange ActNNM, as the case may be be, and (ii) did not at the time they were it was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Parent Subsidiary is subject to the periodic reporting requirements of the date hereofExchange Act or required to file any form, report or other document with the SEC, the Company is eligible to register securities on Form S-3 of the Securities ActNNM, any other stock exchange or any other comparable Governmental Entity. (b) Each Except as provided in the Parent Reports, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Parent Reports was prepared in accordance with United States generally accepted accounting principles U.S. GAAP (“GAAP”except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly the Company’s books consolidated financial position of Parent and records, and each fairly presented the financial position, results of operations and cash flows of the Company Parent Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, shareholders' equity and cash flows for the respective periods indicated therein therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effectadjustments). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Parent and the Company Parent Subsidiaries as of June 30, 2009 included reported in the Company Form 10-Q for the quarterly period ended June 30Parent Reports, 2009, including the notes thereto, the Company none of Parent or any Parent Subsidiary has no 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 U.S. GAAP, except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregateordinary course of business consistent with past practice since December 31, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect1999. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Since January 1, 2020, the Company has filed or furnished on a timely filed basis all reports, schedules, forms, reports statements and other documents (including exhibits and all exhibitsother information incorporated therein) required to be filed or furnished by it the Company with the SEC (as supplemented, modified or amended since July 10the time of filing, 2006 (the “Company SEC ReportsDocuments”). The As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 19332001, as amendedamended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the “Securities Act”date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or the Exchange Act, as the case may be and (ii) did not at the time they were filed contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereofof this Agreement, there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is eligible subject to register securities on Form S-3 the periodic reporting requirements of the Securities Exchange Act. (b) Each of the The financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company SEC Reports was Documents: (i) have been derived from the accounting books and records of the Acquired Companies; (ii) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (iii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iv) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments which individually that, as applicable, were not or in the aggregate did will not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would notbe, individually or in the aggregate, reasonably be expected material). (c) The Company has established and maintains, and since January 1, 2020 has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 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: (Ai) prevent or materially delay consummation pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Transactionsassets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, (B) otherwise prevent use or materially delay performance by disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors (1) all “significant deficiencies” and “material weaknesses”(as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2020, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by any Acquired Company, which is reasonably likely to adversely affect any Acquired Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) Acquired Company who have a Material Adverse Effectsignificant role in any Acquired Company’s internal control over financial reporting. (d) The Company has previously made available to the Investor a complete Acquired Companies are in compliance, and correct copy of any amendment or modification which has not yet since January 1, 2020, have been filed in compliance, in all material respects with the SEC to any agreementapplicable provisions of the Xxxxxxxx-Xxxxx Act and all applicable rules, document or other instrument which previously had been filed by regulations and requirements of the Company with the SEC pursuant to the Securities Act or the Exchange ActSEC. (e) As of the date hereofof this Agreement, neither the Company northere are no Legal Proceedings pending or, to the knowledge Knowledge of the Company, threatened, in each case regarding any accounting practices of any Acquired Company or any malfeasance by any director or executive officer of any Acquired Company. Since January 1, 2020, there have been no internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company or the Board of Directors or any committee of the Board of Directors. (f) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2020, (i) no Acquired Company has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of any Acquired Company, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing any Acquired Company, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Legal Requirements, breach of fiduciary duty or similar violation by any Acquired Company or any of their respective officers, directors, employees or agents to the Board of Directors or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (h) The Company has established and maintains, and since January 1, 2020 has maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s employeesreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance, and since January 1, 2020, has been in compliance, in all material respects with all current listing and corporate governance requirements of NASDAQ. (i) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any other Acquired Company in the Company SEC Documents. (j) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any formal ongoing SEC review and there are no inquiries or informal investigation investigations by the SECSEC or any internal investigations pending or threatened, andin each case regarding any accounting practices of the Company. Prior to the date of this Agreement, to the knowledge extent not publicly available in the XXXXX database of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected SEC at least three (3) Business Days prior to result in the institution date of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions withthis Agreement, the SEC), with the SEC since July 10, 2006 until the date hereof Company has been made available furnished to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, Parent complete and correct copies of all comment letters from the SEC since January 1, 2020 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. (k) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (together with any exhibits, amendments or supplements to such proceduresdocuments, the “Company Disclosure Documents”), when filed, distributed or otherwise disseminated to the Company’s shareholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company has received no “complaints” Disclosure Documents, at the time of the filing of such Company Disclosure Documents with the SEC and at the time such Company Disclosure Documents are first distributed or otherwise disseminated to the Company’s shareholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (within l) The information with respect to the meaning Company that the Company furnishes to Parent or Merger Sub specifically for use in the Offer Documents, at the time of Exchange Act Rule 10A-3) in respect the filing of and at the time of any accounting, internal accounting controls distribution or auditing matters. To the knowledge dissemination of the CompanyOffer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no complaints seeking relief under Section 806 representation with respect to statements made or incorporated by reference in the Company Disclosure Documents based solely on information supplied by or on behalf of SOX Parent or Merger Sub for inclusion or incorporation by reference in the Company Disclosure Documents. (m) All outstanding securities of the Company have been filed offered, issued and sold, as applicable, in compliance in all material respects with all applicable securities Legal Requirements, including the United States Secretary of Labor Securities Act and no employee has threatened to file any such complaint“blue sky” Legal Requirements.

SEC Filings; Financial Statements. (a) The Company has timely filed all formsregistration statements, annual and current reports and other documents filed by Tower with the SEC since January 1, 2008 (including the “Tower SEC Documents”) constitute all exhibits) documents that were required to be filed by Tower under the Exchange Act and the Securities Act since that date. As of the time it was filed with the SEC since July 10(or, 2006 (if amended or superseded by a filing prior to the “SEC Reports”). The SEC Reports date of this Agreement, then on the date of such filing): (i) were prepared each of the Tower SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and (ii) none of 1933the Tower 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. Since January 1, 2008, Tower has filed or furnished, as amendedapplicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed with the rules Israeli Securities Authority (the “ISA”) under the Israeli Securities Law 1968 and regulations any regulation promulgated thereunder (the “Israeli Securities ActLaw”) (the forms, statements, reports and documents filed with or furnished to the Exchange ActISA, as the case may be and (ii) did not “Tower Israel Reports” and, together with the Tower SEC Documents, the “Tower Reports”). Each of the Tower Israel Reports, at the time they were filed of its filing, complied in all material respects with the applicable requirements of the Israeli Securities Law. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment) the Tower Israel Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented the 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 as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Source has made available to the Company and the Stockholders, or there has timely filed all formsbeen available on XXXXX, reports correct and documents (including all exhibits) required to be complete copies of each report, registration statement and definitive proxy statement filed by it Source with the SEC since July 10December 30, 2006 2013 (the “SEC Reports”). The As of their respective dates, the Source SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Source SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Included in the SEC Reports are the audited consolidated balance sheets of Source as of June 30, 2015 and 2014 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for June 30, 2015 and 2014, together with the notes to such statements and the opinion of its independent certified public accountants, with respect thereto; and (ii) the unaudited consolidated balance sheets of Source as of December 31, 2015 and 2014 and the related unaudited consolidated statements of operations and cash flows for the three months and six months ended December 31 2015 and 2014, together with the notes to such statements. (c) Each set of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented presents in all material respects the financial position, results position of operations and cash flows of the Company as Source at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein indicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which individually were not or in the aggregate did are not have, and would not reasonably be expected to havehave a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of Source, taken as a whole (“Material Adverse Effect”). The books Source balance sheets are true and records accurate and present fairly as of their respective dates the financial condition of Source. As of the Company have beendate of such balance sheets, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) Except except as and to the extent reflected or reserved against therein, Source had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Source, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. All of Source’s assets are reflected on the balance sheet of the Company its financial statements, and, except as of June 30, 2009 included set forth in the Company Form 10-Q for Source Schedules or the quarterly period ended June 30, 2009, including financial statements of Source or the notes thereto, the Company Source has no liabilities material liabilities, direct or obligations of any nature (whether accruedindirect, absolutematured or unmatured, contingent or otherwise; (d) Source has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has taxes accrued but not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.due and payable; and (e) As The books and records, financial and otherwise, of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or Source are in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, all material aspects complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX and have been filed maintained in accordance with generally accepted accounting principles consistently applied throughout the United States Secretary of Labor and no employee has threatened to file any such complaintperiods involved.