Common use of SEC Filings Clause in Contracts

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except (a) The Company has timely filed or furnished, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower applicable, with the United States Securities SEC all registration statements, forms, reports, statements, certifications and Exchange Commission other documents ("SEC")including all exhibits and other information incorporated therein, the Borrower has filed all reports amendments and registration statements supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC. As of its filing dateSEC since June 8, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 2015 (collectively, the "“Company SEC Reports"Documents”). (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the ▇▇▇▇ ▇▇▇) and as of their respective filing dates (in the case of all other applicable Company SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each registration statement filed by of the Borrower with the Company SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange 1933 Act"), as the case may be. , applicable to such Company SEC Documents and in effect at such time and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect at such time. (c) As of its their respective filing datedates (or, and giving effect if amended or superseded by a subsequent filing prior to any amendments thereofthe date of this Agreement, each as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Report filed pursuant to the Exchange Act did not contain Documents contained any untrue statement of a material fact or omit omitted to state any 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 such statements were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable . (as d) As of the date of any such registration statement this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and when any amendment becomes effective(ii) complies and will comply as to form in all material respects with the applicable knowledge of the Company, none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the Securities 1934 Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact is otherwise required to be stated therein file any periodic forms, reports, schedules, statements or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. Except as disclosed in (a) Each of the Company SEC Reports (and Little River has timely filed or furnished, as defined below) and in the registration statements filed by the Borrower applicable, with the United States Securities SEC all registration statements, forms, reports, statements, certifications and Exchange Commission other documents ("SEC")including all exhibits and other information incorporated therein, the Borrower has filed all reports amendments and registration statements supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC. As of its filing dateSEC since January 1, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 2014 (collectively, the "“Company SEC Reports"Documents”). (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the ▇▇▇▇ ▇▇▇) and as of their respective filing dates (in the case of all other applicable Company SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each registration statement of the Company SEC Documents (i) complied at the time it was filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange 1933 Act"), as the case may be. , applicable to such Company SEC Documents and in effect at the time of such filing and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the date so filed. (c) As of its their respective filing datedates (or, and giving effect if amended or superseded by a subsequent filing prior to any amendments thereofthe date of this Agreement, each as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Report filed pursuant to the Exchange Act did not contain Documents contained any untrue statement of a material fact or omit omitted to state any 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 such statements were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable . (as d) As of the date of any such registration statement this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and when any amendment becomes effective(ii) complies to the knowledge of the Company, none of the Company SEC Documents is the subject of an ongoing SEC review. There has been no material correspondence between the SEC, on the one hand, and will comply as the Company or Freescale Semiconductor, Ltd., on the other hand, since January 1, 2014 that is not set forth in the Company SEC Documents or included on the SEC’s ▇▇▇▇▇ website. (e) No Subsidiary of the Company is subject to form in all material respects with the applicable periodic reporting requirements of the Securities 1934 Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact is otherwise required to be stated therein file any periodic forms, reports, schedules, statements or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports reports, schedules, forms, statements and registration statements other documents required to be filed by it with under the SEC. As Exchange Act for the three (3)-year period preceding the date hereof (or such shorter period as the Company was required by Law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Filings”). (b) At the time of its filing date, and giving effect to any amendments thereof, each report filed or to the extent corrected by the Borrower with a subsequent filing, the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did 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 the light of the circumstances under which they were made, not misleading. The Borrower's draft . (c) Each registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement amendment thereto filed by the Borrower with Company during the SEC after three (3) year period preceding the date hereof pursuant to the Securities Act Act, as amended or supplemented, if applicable (as of the date of any such registration statement and when any or amendment becomes became effective) complies and will comply , complied as to form in all material respects with the applicable requirements of the Securities Act and does not and will did 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 not misleading; and each prospectus filed during the three (3) year period preceding the date hereof pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did 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 the light of the circumstances under which they were made, not misleading.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) has filed, on a timely basis, all reports, schedules, forms, statements and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed by it with or furnished to the SECSEC under the Securities Act or the Exchange Act (all of the foregoing filed during the thirty-six (36) months prior to the date hereof collectively, the “SEC Filings”). As of The Group is principally engaged in the business described in its filing datemost recent annual report, and giving effect to any amendments such report contains a complete and accurate description of the business of the Group, taken as a whole and in all material aspects. At the time of the filing thereof, each report filed by the Borrower with of the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act in all material aspects and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft Company is subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. The Company satisfies the registrant requirements for the use of a registration statement on Form S-1 dated August 4F-3 to register the Registrable Securities for resale by any Holder under the Securities Act. There exist no facts or circumstances (including any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that could reasonably be expected to prohibit or delay the preparation and filing of the Registration Statement for the resale of the Registerable Securities by any Holder contemplated by this Agreement. (b) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(f) of the Exchange Act) (A) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, 2003 provided processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Lender Company’s management to allow timely decisions regarding required disclosure and (B) reasonably effective to perform the functions for which they were designed, and (ii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to the Company’s outside auditors and the Board’s audit committee (and made summaries of such disclosures available to Purchaser) (A) any deficiencies and weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any such amended fraud, whether or supplemented version of such registration statement filed with not material, that involves management or other employees who have a significant role in the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany’s internal controls over financial reporting.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the Acquiror has timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed by it with the SEC. As of its filing dateSEC since December 9, and giving effect 2021, pursuant to any amendments thereof, each report filed by the Borrower with Exchange Act or the SEC Securities Act (collectively, as they have been amended or supplemented since the "Company time of their filing through the date hereof, the “Acquiror SEC Reports") and each registration statement filed by Filings”). Each of the Borrower with Acquiror SEC Filings, as of the SEC respective date of its filing, or as of the date of any amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (applicable to the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAcquiror SEC Filings. As of the respective date of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant (or if amended or superseded by a filing prior to the Exchange Act date of this Agreement or the Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4As of the date hereof, 2003 provided there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Lender Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof, and any such amended hereof is subject to ongoing SEC review or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (investigation as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports reports, schedules, forms, statements and registration statements other documents required to be filed by it with under the SEC. As Exchange Act for the three (3)-year period preceding the Effective Date (or such shorter period as the Company was required by Law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Filings”). (b) At the time of its filing date, and giving effect to any amendments thereof, each report filed or to the extent corrected by the Borrower with a subsequent filing, the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did 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 the light of the circumstances under which they were made, not misleading. The Borrower's draft . (c) Each registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement amendment thereto filed by the Borrower with Company during the SEC after three (3) year period preceding the date hereof Effective Date pursuant to the Securities Act Act, as amended or supplemented, if applicable (as of the date of any such registration statement and when any or amendment becomes became effective) complies and will comply , complied as to form in all material respects with the applicable requirements of the Securities Act and does not and will did 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 not misleading; and each prospectus filed during the three (3) year period preceding the Effective Date pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did 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 the light of the circumstances under which they were made, not misleading.

SEC Filings. Except as disclosed in (a) The Company has filed with or furnished to the Company SEC Reports (as defined below) and in the all reports, schedules, forms, statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed or furnished by it since December 31, 2012 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”; together with any of the foregoing filed with or furnished to the SEC by the Company after the date hereof and prior to the Effective Time, the “Company Filings”). (b) No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any material to, the SEC. . (c) As of its filing datedate (and as of the date of any amendment), each Company Filing complied, and giving effect each Company Filing filed subsequent to any amendments thereofthe date hereof will comply, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. . (d) As of its filing datedate (or, and giving effect if amended or superseded by a filing prior to any amendments thereofthe date hereof, on the date of such filing), each Company SEC Report Filing filed pursuant to the Exchange Act did not not, and each Company Filing filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft . (e) Each Company Filing that is a registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act statement, as amended or supplemented, if applicable (applicable, filed pursuant to the Securities Act, as of the date of any such registration statement and when any or amendment becomes became effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will , did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”). Since December 31, 2012, the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) in the Company’s internal controls over financial reporting.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) will deliver promptly to Buyer true and in the complete copies of each report, registration statements filed statement or statement mailed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required it to be its security holders generally or filed by it with the SEC, in each case subsequent to the date of this Agreement and prior to the Effective Time. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedsuch reports, including the rules consolidated financial statements included therein, and regulations promulgated thereunder statements (the "Securities Act") and the Securities Exchange Act of 1934excluding any information therein provided by Buyer or Merger Sub, as amended, including to which the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectivemakes no representation) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports, (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. (b) Buyer will deliver promptly to the Company true and complete copies of each report filed by it with the SEC subsequent to the date of this Agreement and prior to the Effective Time. As of their respective dates, such reports, including the consolidated financial statements included therein, and statements (excluding any information therein provided by the Company, as to which Buyer makes no representation) will not misleadingcontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of Buyer and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since November 1, 2008. As of its filing dateCompany has made available to Acquiror all such registration statements, prospectuses, reports, schedules, forms, statements and giving effect to any amendments thereof, each report other documents in the form filed by the Borrower with the SEC (collectivelythat are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the "“Company SEC Reports") and each registration statement filed by .” As of their respective dates, the Borrower with the Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. All Company SEC Reports (x) were or will be filed on a timely basis, (y) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each such Company SEC Report filed pursuant to the Exchange Act Reports, and (z) did not or will not at the time they were filed or are filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided None of the Company’s Subsidiaries is subject to the Lender prior reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has heretofore made available to Acquiror correct and complete copies of all material correspondence with the SEC occurring since November 1, 2008 that is not publicly available through the SEC’s ▇▇▇▇▇ database. As of the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed there are no unresolved comments issued by the Borrower with staff of the SEC after the date hereof pursuant with respect to the Securities Act , as amended or supplemented, if applicable (as any of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the The Buyer has timely filed all reports, schedules, forms, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Buyer with the SEC since January 1, 2015, (collectively, the "Company “Buyer SEC Reports") and each Documents”). As of their respective dates of filing or, in the case of a registration statement, as of the date such registration statement filed is declared effective by the Borrower with SEC, each of the Buyer SEC Documents, as amended prior to the date of this Agreement, complied as to form (and each Buyer SEC Document filed subsequent to the date hereof will comply as to form) in all material respects with with, to the applicable extent in effect at the time of filing or furnishing, the requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder amended (the "“Securities Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder amended (the "“Exchange Act"”), as applicable to such Buyer SEC Documents. None of the case may be. As of its filing dateBuyer SEC Documents when filed or furnished or, and giving effect to any amendments thereof, each Company SEC Report filed pursuant if amended prior to the Exchange Act did not contain date of this Agreement, as of the date of such amendment, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4As of the date of this Agreement, 2003 provided there are no outstanding or unresolved comments received from the SEC or its staff with respect to the Lender prior to Buyer SEC Documents. (b) The consolidated financial statements of the date hereofBuyer included or incorporated by reference in the Buyer SEC Documents comply, and any such amended or supplemented version as of such registration statement filed with the SECtheir respective dates and, if applicableamended, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any the last such registration statement and when any amendment becomes effective) complies and will comply as to form amendment, in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities Act SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q) and does not fairly present, in all material respects, the consolidated financial position of the Buyer and will not contain any untrue statement its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, the absence of notes and other adjustments described therein). (c) There is no Liability of the Buyer or its Subsidiaries of a material fact or omit to state any material fact type required to be stated therein reflected or necessary to make reserved for on a consolidated balance sheet of the Buyer or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities reflected or reserved for in the financial statements therein included in the most recent Buyer SEC Documents, (ii) Liabilities that have arisen since August 31, 2016 in the ordinary course of the operation of its business, (iii) Liabilities arising out of or in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, or (iv) Liabilities, individually or in the aggregate, that have not misleadinghad and would not have a Buyer Material Adverse Effect.

SEC Filings. Except as disclosed in (a) Parent has timely filed with or furnished to the Company SEC Reports all reports, forms, certifications, schedules, registration statements, and definitive proxy statements (as defined belowincluding exhibits and other information incorporated therein) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SECSEC since January 1, 2010 (the “Parent SEC Documents”). As Each Parent SEC Document, at the time filed (or if amended or superseded by a filing or amendment prior to the date of its this Agreement, then at the time of such filing dateand in the case of registration statements and proxy statements, on the dates of effectiveness and giving effect to any amendments thereofdates of mailing, each report filed by the Borrower with the SEC respectively), (collectively, the "Company SEC Reports"i) and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereofthe applicable rules and regulations thereunder, each Company SEC Report filed pursuant to the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4No Parent Subsidiary is currently required to file any form, 2003 provided report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Lender Knowledge of Parent, none of the Parent SEC Documents is the subject of any ongoing SEC review. (b) The consolidated financial statements of Parent, together with the related schedules and notes thereto, included in the Parent SEC Documents, as of their respective date of filing with the SEC (or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, and any such amended or supplemented version then at the time of such filing and in the case of registration statement filed with statements and proxy statements, on the SECdates of effectiveness and dates of mailing, if applicablerespectively), and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities Act SEC with respect thereto and does (ii) present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof, and the statements of income, cash flows and stockholders’ equity of Parent and its consolidated Subsidiaries for the periods specified, and such consolidated financial statements have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, except as noted therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments). (c) Except for matters reflected or reserved against in the consolidated, unaudited balance sheet of Parent as of October 29, 2011 (the “Parent Balance Sheet Date”), neither Parent nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (including the notes thereto), except liabilities or obligations that (i) were incurred in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date, (ii) were incurred in connection with the transactions contemplated by this Agreement or (iii) individually or in the aggregate, have not had and will would not contain reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any untrue statement of its Subsidiaries is a material fact party to, or omit has any commitment to state become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material fact required to be stated therein transaction involving, or necessary to make material liabilities of, Parent or any of its Subsidiaries, in Parent’s financial statements or the statements therein not misleadingParent SEC Documents.

SEC Filings. Except as disclosed in (a) Parent will prepare a registration statement on Form S-4 or other applicable form (the Company SEC Reports (as defined below“Registration Statement”) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Parent with the SEC in connection with the issuance of Parent Common Stock in the Merger (collectivelyincluding the notice, proxy statement and prospectus and other proxy solicitation materials of the "Company SEC Reports"and Parent constituting a part thereof (the “Joint Proxy Statement”) and each registration statement filed by all related documents). The parties agree to cooperate, and to cause their Subsidiaries to cooperate, with the Borrower other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement and to use their reasonable best efforts to cause the filing of the Registration Statement with the SEC complied as within sixty (60) days following the date of this Agreement. Parent will use all reasonable best efforts to form in all material respects with cause the applicable requirements of Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof and to maintain the effectiveness (including by filing any necessary amendments or supplements) of 1933such Registration Statement until the Effective Time. Parent also agrees to use all reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby. The Company agrees to promptly furnish to Parent all information concerning the Company, its Affiliates, officers, directors and shareholders as may be reasonably requested in connection with the foregoing, in a form appropriate (or from which such information can be derived in a commercially reasonable manner) for usage in such document or any such other use. (b) The Company and Parent each agrees, as amendedto itself and its Affiliates, including that none of the rules information supplied or to be supplied by it for inclusion or incorporation by reference in (1) the Registration Statement will, at the time the Registration Statement and regulations promulgated thereunder (each amendment or supplement thereto, if any, becomes effective under the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. The Company and Parent each further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Joint Proxy Statement or the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Joint Proxy Statement or the Registration Statement. (c) Parent shall promptly provide the Company with all comment letters from the SEC or its Staff pertaining to the Registration Statement or the Joint Proxy Statement relating to the Company. The Company will, upon request, promptly furnish Parent with all information concerning itself, its Affiliates, directors, officers and shareholders and such other matters as may be reasonably necessary, proper, desirable or advisable in order for Parent to respond promptly to any comments received from the SEC. Parent will advise the Company, promptly after Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements Buyer has timely filed or furnished all documents required to be filed or furnished by the Borrower it with the United States U.S. Securities and Exchange Commission (the "SEC") since January 1, 2005 (the "Buyer SEC Documents"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectivelytheir respective dates, the "Company Buyer SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereofthe rules and regulations thereunder, each Company and none of the Buyer SEC Report filed pursuant to the Exchange Act did not contain Documents contained any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Buyer included in the Buyer SEC Documents (a) have been prepared from the books and records of Buyer and its subsidiaries, (b) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, and will be, prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto) and (c) present fairly in all material respects the consolidated financial position, results of operations and cash flows of Buyer and its consolidated subsidiaries as of the dates or for the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (which are not, in the aggregate, material to Buyer) and the absence of footnote disclosure. (b) Except as and to the extent set forth on the Buyer's consolidated balance sheet as of September 30, 2005, including the notes thereto, and as disclosed in the Buyer SEC Documents, none of Buyer or any of its consolidated subsidiaries has any liabilities or obligations that are required to be disclosed pursuant to U.S. GAAP, except for liabilities or obligations incurred since September 30, 2005 that would not, in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has filed all forms, reports and registration statements documents required to be filed by it Parent with the SEC since June 30, 1999 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof), as amended, are referred to herein as the "Parent SEC Reports." As of its filing datetheir respective dates (or, if amended, as of the date of the last such amendment), Parent SEC Reports (i) were prepared in accordance and giving effect complied (or, with respect to any amendments thereofthose Parent SEC Reports that may be filed subsequent to the date hereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports"will be prepared in accordance and will comply) and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereofsuch Parent SEC Reports and (ii) did not at the time they were filed (or, each Company with respect to those Parent SEC Report Reports that may be filed pursuant subsequent to the Exchange Act did not date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except to the Lender extent corrected or superseded prior to the date hereof by a subsequently filed Parent SEC Report. None of Parent's Subsidiaries are 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 Parent SEC Reports (the "Parent Financials"), including each Parent SEC Report filed after the date hereof until the Closing, (i) complied (or, with respect to those Parent SEC Reports that may be filed subsequent to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectivewill comply) complies and will comply as to form in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto, (ii) was prepared (or, with respect to those Parent SEC Reports that may be filed subsequent to the date hereof, will be prepared) in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB, 10-KSB or any successor form under the Exchange Act) and (iii) fairly presented (or, with respect to those Parent SEC Reports that may be filed subsequent to the date hereof, will fairly present) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent contained in Parent SEC Report as of September 30, 1999 is hereinafter referred to as (the "Parent Balance Sheet"). Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its Subsidiaries has any liabilities required under GAAP to be set forth on a consolidated balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and liabilities incurred pursuant to this Agreement. (c) Parent has heretofore furnished (or, with respect to copies which are not yet available, will furnish) to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingExchange Act.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements SPAC has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “SPAC SEC Reports") ”), and, through the Closing, will file or furnish all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied as to form in all material respects respects, and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder (thereunder) applicable to the "Securities Act") SPAC SEC Reports or the Additional SPAC SEC Reports; provided that, for purposes of the Additional SPAC SEC Reports, the representation and warranty in this sentence is subject to the Securities Exchange Act representation and warranty set forth in Section 3.23 being true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beCompany expressly for inclusion or incorporation by reference therein. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the SPAC SEC Report filed pursuant to the Exchange Act Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. 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 SPAC SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements Longview has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Longview SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Longview SEC Reports”). Each of the Longview SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Longview SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Longview SEC Reports or the Additional Longview SEC Reports (for purposes of the "Securities Act") Additional Longview SEC Reports, assuming that the representation and the Securities Exchange Act warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the Longview SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). 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 Longview SEC Reports.

SEC Filings. Except CBRG has, as disclosed in of the Company SEC Reports (as defined below) and in the registration statements date hereof, timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it prior to the date of this Agreement with the SEC. As of SEC pursuant to Federal Securities Laws since its filing dateinitial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “CBRG SEC Reports”), and, as of the Closing, will have timely filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional CBRG SEC Reports”), in each case, after giving effect to any amendments thereof, each report filed by applicable grace periods. Each of the Borrower with the SEC (collectively, the "Company CBRG SEC Reports") , as of their respective dates of filing, or as of the date of any amendment or filing that superseded the initial filing, complied and each registration statement filed by of the Borrower with Additional CBRG SEC Reports, as of their respective dates of filing, and as of the SEC complied as to form date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the CBRG SEC Reports or the Additional CBRG SEC Reports (for purposes of the "Securities Act") Additional CBRG SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereofor, each Company if amended, as of the date of such amendment, the CBRG SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the CBRG SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements FLAC has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (“IPO”) (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “FLAC SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement to be filed by Holdco, the “Additional FLAC SEC Reports”). Each of the FLAC SEC Reports, as of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each of the Additional FLAC SEC Reports, as to form of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) applicable to the FLAC SEC Reports or the Additional FLAC SEC Reports (for purposes of the Additional FLAC SEC Reports, assuming that the representation and regulations promulgated thereunder (the "Securities Act") warranty set forth in Section 3.23 is true and the Securities Exchange Act correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the FLAC SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional FLAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion therein). 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 FLAC SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) Seller has made available to Parent accurate and in the complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed or furnished by the Borrower Seller with the United States Securities and Exchange Commission (the "SEC") since January 1, 2004 (the "SELLER SEC DOCUMENTS"). All statements, the Borrower has filed all reports reports, schedules, forms and registration statements other documents required to be have been filed or furnished by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Seller with the SEC (collectivelysince January 1, 2004 have been so filed or furnished and in a timely manner. Each of the "Company Seller SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form Documents complies in all material respects with the applicable requirements of SOX, the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As ); and none of its filing date, and giving effect to any amendments thereof, each Company the Seller SEC Report Documents when filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) The Borrower's draft registration statement on Form S-1 dated August 4consolidated financial statements (including any related notes) contained in Seller SEC Documents: (i) when filed, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act SEC applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC, and does not and will except that the unaudited interim financial statements may not contain any untrue statement footnotes and are subject to normal and recurring year-end adjustments), and (iii) when filed, fairly presented in all material respects the consolidated financial position of a material fact Seller as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the periods covered thereby, except that the unaudited interim financial statements were or omit are subject to state any material fact required normal and recurring year-end adjustments. The unaudited balance sheet of Seller as of September 30, 2004 included in Seller's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 is sometimes referred to be stated therein or necessary to make as the statements therein not misleading"LATEST BALANCE SHEET".

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has timely filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of its filing datetheir respective dates, the Parent SEC Reports (i) were prepared in accordance with, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with with, the applicable requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, including and, in each case, the rules and regulations promulgated thereunder applicable to such Parent SEC Reports and (the "Securities Act"ii) and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except to the Lender extent revised: (A) in the case of Parent SEC Reports filed on or prior to the date hereof, and any such of this Agreement that were amended or supplemented version superseded on or prior to the date of such registration statement this Agreement, by the filing of the applicable amending or superseding Parent SEC Report; and (B) in the case of Parent SEC Reports filed with after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing of the applicable amending or superseding Parent SEC Report. Parent has Made Available to the Company true, correct and complete copies of all material correspondence between the SEC, if applicableon the one hand, and each other registration statement filed Parent and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by the Borrower with the SEC after the date hereof pursuant to the Securities Act or on behalf of Parent. To Parent’s Knowledge, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements hereof, none of the Securities Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of Parent and the principal financial officer of Parent has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and does not 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and will not contain any untrue statement “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading2002.

SEC Filings. Except as disclosed in set forth on Section 5.5 of the Company SEC Reports (as defined below) and in the Acquiror Disclosure Letter, Acquiror has timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed by it with the SECSEC since October 20, 2020, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). As Each of the Acquiror SEC Filings, as of the respective date of its filing date(or if amended or superseded by a filing prior to the date of this Agreement or the Acquisition Closing Date, and giving effect to any amendments thereofthen on the date of such filing), each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (applicable to the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAcquiror SEC Filings. As of the respective date of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant (or if amended or superseded by a filing prior to the Exchange Act date of this Agreement or the Acquisition Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4As of the date hereof, 2003 provided there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Lender Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof, and any such amended hereof is subject to ongoing SEC review or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (investigation as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof.

SEC Filings. Except as disclosed in Since March 31, 2003, the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports reports, schedules, forms, statements and registration statements other documents required to be filed by it with the SEC. As of its filing date, Securities and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder Exchange Commission (the "Securities ActCommission") and pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder amended (the "Exchange Act"), ) (all of the foregoing filed prior to the date hereof (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to as the case may be"Commission Documents"). As of its filing datetheir respective dates, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Commission Documents complied in all material respects with the requirements of the Exchange Act did and the rules and regulations of the Commission promulgated thereunder applicable to the Commission Documents, except that the Company's filing of the pro forma financial information which is set forth in the Company's current report on Form 8-K filed on July 2, 2003 was not timely filed within 15 days after the Company's sale of the assets of Switchboard Apparatus, Inc. The Commission Documents, taken as a whole, do not as of the date hereof contain any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and 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 therein in light of the circumstances in which they were made not misleading. The Commission Documents, including the financial statements, when they were filed with the Commission, conformed in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, except that the Company's filing of the pro forma financial information which is set forth in the Company's current report on Form 8-K filed on July 2, 2003 was not timely filed within 15 days after the Company's sale of the assets of Switchboard Apparatus, Inc. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof or the Closing Date and to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound which has not been previously filed as an exhibit to the Company's reports filed or made with the Commission under the Exchange Act.

SEC Filings. Except as disclosed in the The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed with and furnished to and will continue to file with and furnish to the SEC all forms, documents and reports and registration statements (including exhibits) required to be filed by it with or furnished prior to the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed Closing by the Borrower Company with the SEC (collectivelythe “SEC Reports”). As of their respective dates, or, if amended prior to the Closing, as of the date of the last such amendment, the "Company SEC Reports") Reports comply and each registration statement filed by the Borrower with the SEC complied as to form will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 1933, as amended, including the rules and regulations promulgated thereunder 2002 (the "Securities “Sarbanes/Oxley Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"”), as the case may be. As of its filing date, and giving effect to any amendments thereofthe applicable rules and regulations promulgated pursuant thereto, each Company and none of the SEC Report filed pursuant to the Exchange Act did not contain Reports specify or will specify any untrue statement of a material fact or omit to state specify or incorporate by reference any material fact required to be specified or incorporated by reference therein or necessary in order to make the statements made information specified therein, in the light of considering the circumstances under pursuant to which they were madethat information is disclosed, not misleading. The Borrower's draft registration statement Company will make available to Worldwide and the Worldwide Shareholders correct and complete copies of all material correspondence among the SEC, on Form S-1 dated August 4the one hand, 2003 provided to and the Lender Company, on the other hand, occurring and prior to the date hereofClosing. As of the Effective Date, and any such amended there are no outstanding or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with unresolved comments in comment letters from the SEC after staff with respect to any of the date hereof pursuant SEC Reports. As of the Effective Date, to the Securities Act , as amended or supplemented, if applicable (as knowledge of the date Company, none of any such registration statement and when any amendment becomes effective) complies and will the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or SEC investigation. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities SEC with respect thereto as in effect at the time of filing, have been prepared in accordance with GAAP (except in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial situation and condition of the Company as of the dates thereof and its results of operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). There is no event, fact, or circumstance that would cause any certifications signed by any officer of the Company in connection with any SEC report pursuant to the Sarbanes/Oxley Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein untrue, inaccurate, or necessary to make the statements therein not misleadingincorrect in any manner whatsoever.

SEC Filings. Except (a) The Company has timely filed or furnished, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower applicable, with the United States Securities SEC all registration statements, forms, reports, statements, certifications and Exchange Commission other documents ("SEC")including all exhibits and other information incorporated therein, the Borrower has filed all reports amendments and registration statements supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC. As of its filing dateSEC since January 1, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 2022 (collectively, the "“Company SEC Reports"Documents”). (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the 1933 Act) and as of their respective filing or furnishing dates (in the case of all other applicable Company SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each registration statement filed by of the Borrower with the Company SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange 1933 Act"), as the case may be. , applicable to such Company SEC Documents and in effect at such time and (ii) was prepared in all material respects in accordance with the applicable requirements of Nasdaq, the 1933 Act, the 1934 Act and other applicable Law, each as in effect at such time. (c) As of its their respective filing dateor furnishing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Documents contained, and giving effect to any amendments thereof, each Company SEC Report Document filed pursuant subsequent to the Exchange Act did date hereof will not contain contain, any untrue statement of a material fact or omit omitted to state any 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 such statements were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable . (as d) As of the date of any such registration statement this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and when any amendment becomes effective(ii) complies and will comply as to form in all material respects with the applicable knowledge of the Company, none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the Securities 1934 Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact is otherwise required to be stated therein file any periodic forms, reports, schedules, statements or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. Except The Company has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since July 1, 2022 (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“E▇▇▇▇”). To the extent that any Company SEC Document available on E▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act, and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder (thereunder, the "Securities “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of the Company, 2003 provided none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Company SEC Documents. None of the Company’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower documents with the SEC after and neither the date hereof pursuant Company nor any of its Subsidiaries is required to the Securities Act file or furnish any forms, as amended reports, or supplemented, if applicable other documents with any securities regulation (as of the date of any such registration statement and when any amendment becomes effectiveor similar) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement regime of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnon-United States Governmental Entity.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the The Industrea has since June 29, 2017 timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed by it with the SEC, pursuant to the Exchange Act or the Securities Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Industrea SEC Reports”). As Each of Industrea SEC Reports, as of the respective date of its filing dateor, and giving effect to any amendments thereofif amended, each report filed by as of the Borrower with date of the SEC (collectivelymost recent amendment, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beapplicable to Industrea SEC Reports. As of the respective date of its filing dateor most recent amendment, and giving effect to any amendments thereof, each Company no Industrea SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to Industrea SEC Reports. Except for information supplied by the Company (as to which Industrea makes no representation), none of the information supplied by the Industrea Parties for inclusion in the Registration Statement will, in the case of the definitive proxy statement/prospectus included therein (and any such amended amendment or supplemented version supplement thereto), at the date of mailing of such registration statement filed with definitive proxy statement/prospectus (and any amendment or supplement thereto) and at the time of Industrea Stockholder Meeting, and, in the case of the Registration Statement, at the time the Registration Statement is declared effective by the SEC, if applicableat the time of Industrea Stockholder Meeting and at the Concrete Effective Time, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and 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 therein therein, in light of the circumstances under which they are made, not misleading.

SEC Filings. Except (i) The Company has filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the Commission pursuant to Applicable Laws since March 30, 2023 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as disclosed in they have been supplemented, modified or amended since the time of filing, the “Company SEC Reports Reports”), and, as of the Settlement Date, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the Commission pursuant to Applicable Laws through the Settlement Date (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement and the Offering Materials (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "“Additional Company SEC Reports") ”). Each of the Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each registration statement filed by of the Borrower with Additional Company SEC Reports, as of their respective dates of filing, and as of the SEC complied as to form date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Securities Act of 1933Applicable Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Company SEC Reports or the Additional Company SEC Reports (for purposes of the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Additional Company SEC Reports), as the case may be. As of its filing datetheir respective dates of filing, the Company SEC Reports did not, and giving effect to any amendments thereof, each the Additional Company SEC Report filed pursuant Reports will not, as of their respective dates of filing with the Commission (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement or the Settlement Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. (ii) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the Commission with respect to the Company SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements Purchaser has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Purchaser SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Purchaser SEC Reports”). Each of the Purchaser SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Purchaser SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Purchaser SEC Reports or the Additional Purchaser SEC Reports (for purposes of the "Securities Act") Additional Purchaser SEC Reports, assuming that the representation and the Securities Exchange Act warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the Purchaser SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Purchaser SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). 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 Purchaser SEC Reports.

SEC Filings. Except as disclosed in (a) Parent has delivered or otherwise made available to the Company SEC Reports true and complete copies of (as defined belowi) its annual reports on Form 10-K for its fiscal years ended January 31, 2004 and in December 31, 2003 and 2002, (ii) the registration Parent 10-Q, (iii) its proxy or information statements filed relating to meetings of or actions taken without a meeting by the Borrower with the United States Securities Parent's stockholders held since January 31, 2004, and Exchange Commission ("SEC")iv) all of its other reports, the Borrower has filed all reports statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since January 31, 2004 (the documents referred to in this Section 5.07(a), collectively, the "Parent SEC Documents"). Parent has timely filed all forms, reports and documents required to be filed by it Parent pursuant to any relevant securities statutes, regulations and rules. None of Parent's Subsidiaries is subject to the periodic reporting requirements of the 1934 Act or is otherwise required to file any forms, reports or registration statements with the SEC. As , any state or other local securities regulatory agency. (b) Except as set forth in Section 5.07 of the Parent Disclosure Letter, as of its filing date, and giving effect to any amendments thereofeach Parent SEC Document complied, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement such Parent SEC Document filed by subsequent to the Borrower with the SEC complied date hereof will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities 1934 Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As . (c) Except as set forth in Section 5.07 of the Parent Disclosure Letter, as of its filing date, and giving effect to any amendments thereof, each Company Parent SEC Report Document filed pursuant to the Exchange 1934 Act did not not, and each such Parent SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft . (d) Each Parent SEC Document that is a registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act statement, as amended or supplemented, if applicable (applicable, filed pursuant to the 1933 Act, as of the date of any such registration statement and when any or amendment becomes became effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will , did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) has filed, on a timely basis, all reports, schedules, forms, statements and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed by it with or furnished to the SECSEC under the Securities Act or the Exchange Act (all of the foregoing filed during the thirty-six (36) months prior to the date hereof collectively, the “SEC Filings”). As of The Group is principally engaged in the business described in its filing datemost recent annual report, and giving effect to any amendments such report contains a complete and accurate description of the business of the Group, taken as a whole and in all material aspects. At the time of the filing thereof, each report filed by the Borrower with of the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act in all material aspects and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft Company is subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. The Company satisfies the registrant requirements for the use of a registration statement on Form S-1 dated August 4F-3 to register the Registrable Securities for resale by any Holder under the Securities Act. There exist no facts or circumstances (including any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that could reasonably be expected to prohibit or delay the preparation and filing of the Registration Statement for the resale of the Registerable Securities by any Holder contemplated by this Agreement. (b) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(f) of the Exchange Act) (A) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, 2003 provided processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Lender Company’s management to allow timely decisions regarding required disclosure and (B) reasonably effective to perform the functions for which they were designed, and (ii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to the Company’s outside auditors and the Board’s audit committee (and made summaries of such disclosures available to the Investor) (A) any deficiencies and weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any such amended fraud, whether or supplemented version of such registration statement filed with not material, that involves management or other employees who have a significant role in the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany’s internal controls over financial reporting.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower Company with the United States Securities and Exchange Commission ("SEC"), the Borrower Company has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Company with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower Company with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The BorrowerCompany's draft registration statement on Form S-1 dated provided to the Funding Parties on August 4, 2003 provided to the Lender prior to the date hereof2003, and any such amended or supplemented version of such the Company's registration statement on Form S-1 filed with the SEC, if applicable, and each other registration statement filed by the Borrower SEC in connection with the SEC after the date hereof pursuant to the Securities Act Rights Offering, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except The Company has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SECSEC since the Look-Back Date (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder (thereunder, the "Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of the Company, 2003 provided none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Company SEC Documents. None of the Company’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower documents with the SEC after and neither the date hereof pursuant Company nor any of its Subsidiaries is required to the Securities Act file or furnish any forms, as amended reports, or supplemented, if applicable other documents with any securities regulation (as of the date of any such registration statement and when any amendment becomes effectiveor similar) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement regime of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnon-United States Governmental Authority.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2008. As of its filing dateCompany has made available to Parent all such registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and giving effect to any amendments thereof, each report other documents in the form filed by the Borrower with the SEC (collectivelythat are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the "“Company SEC Reports") and each registration statement filed by .” As of their respective dates, the Borrower with the Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. All Company SEC Reports (x) were filed on a timely basis, (y) at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each such Company SEC Report filed pursuant to the Exchange Act Reports, and (z) did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided None of Company’s Subsidiaries is subject to the Lender prior reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Company has heretofore made available to Parent true, complete and correct copies of all exhibits filed and all material correspondence with the SEC since January 1, 2008 that are not publicly available through the SEC’s ▇▇▇▇▇ database. As of the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed there are no unresolved comments issued by the Borrower with staff of the SEC after the date hereof pursuant with respect to the Securities Act , as amended or supplemented, if applicable (as any of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany SEC Reports.

SEC Filings. Except as disclosed in the The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since March 31, 2000. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. As of its filing dateAll such required registration statements, prospectuses, reports, schedules, forms, statements and giving effect other documents (including those that the Company may file subsequent to any amendments thereof, each report filed by the Borrower with date hereof) are referred to herein as the SEC (collectively, the "“Company SEC Reports".” As of their respective dates, the Company SEC Reports (i) were prepared in accordance and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder amended (the "“Securities Act") and ”), or the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each such Company SEC Report Reports and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4None of the Company’s Subsidiaries is required to file any forms, 2003 provided to the Lender prior to the date hereof, and any such amended reports or supplemented version of such registration statement filed other documents with the SEC. The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, if applicablewhich have not yet been filed with SEC but which are required to be filed, and each to agreements, documents or other registration statement instruments which previously had been filed by the Borrower Company with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date Exchange Act and complete and correct copies of any such registration statement correspondence with, and when any amendment becomes effective) complies and will comply as inquiries from the SEC with respect to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingpreviously filed Company SEC Reports.

SEC Filings. Except as disclosed in (a) Each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Acquirer with the SEC between September 23, 1999 and the date of this Agreement (the "Acquirer SEC Documents") is publicly available from the SEC and Acquirer will deliver to the Company accurate and complete copies (excluding copies of exhibits) of each Acquirer SEC Reports (as defined below) and in Document prior to the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SECClosing. As of its filing date, and giving effect to any amendments thereof, each report the time it was filed by the Borrower with the SEC (collectivelyor, if amended or superseded by a filing prior to the "Company date of this Agreement, then on the date of such filing): (i) each of the Acquirer SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As ); and (ii) none of its filing date, and giving effect to any amendments thereof, each Company the Acquirer SEC Report filed pursuant to the Exchange Act did not contain Documents contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to consolidated financial statements contained in the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the Acquirer SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable Documents: (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and does not (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and will except that the unaudited financial statements may not contain any untrue statement footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of a material fact or omit to state any material fact required to be stated therein or necessary to make Acquirer as of the statements therein not misleadingrespective dates thereof and the consolidated results of operations of Acquirer for the periods covered thereby.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports and PriCellular Wireless Corporation (as defined below"Wireless") and in the registration statements have each filed by the Borrower with the United States Securities and Exchange Commission (the "SEC")) (i) annual reports on Form 10-K for its fiscal years ended December 31, 1995 and 1996, (ii) quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, (iii) proxy or information statements relating to meetings of, or actions taken without a meeting by, the Borrower has filed stockholders of the Company held since December 31, 1996 and (iv) all reports other reports, statements, schedules and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC since December 31, 1996. The Company has delivered to Buyer the Draft 1997 Form 10-K. The Company's annual report on Form 10-K for such reporting period shall not differ in any material respect from the Draft 1997 Form 10-K. The Draft 1997 Form 10-K and the documents described in clauses (collectively, i)-(iv) above are collectively referred to herein as the "Company SEC Reports." (b) and each registration statement filed by the Borrower Other than Wireless, no Subsidiary is required to file any report, form or document with the SEC complied as to form in all material respects with pursuant under the applicable requirements of Exchange Act or the Securities Act of 1933, as amended, including and the rules and regulations promulgated thereunder (the "Securities Act"). (c) and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its their respective filing datedates, and giving effect to any amendments thereof, each Company none of the SEC Report filed pursuant Reports (or with respect to the Exchange Act did not contain Draft 1997 Form 10-K, the date of such draft) contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of . (d) Each such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act statement, as amended or supplemented, if applicable (applicable, filed pursuant to the Securities Act as of the date of any such registration statement and when any or amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The SEC Reports when filed complied (and the Draft 1997 Form 10- K complies) in all material respects with applicable requirements of the Securities Act and the Exchange Act.

SEC Filings. Except as disclosed in the The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since January 1, 2002. As of its filing dateAll such required registration statements, prospectuses, reports, schedules, forms, statements and giving effect other documents (including those that the Company may file subsequent to any amendments thereof, each report filed by the Borrower with date hereof) are referred to herein as the SEC (collectively, the "“Company SEC Reports".” As of their respective dates, the Company SEC Reports (i) were prepared in accordance and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each such Company SEC Report Reports and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Borrower's draft registration statement on Form S-1 dated August 4Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement which have not yet been filed with the SECSEC but which are required to be filed, if applicableto agreements, and each documents or other registration statement instruments which previously had been filed by the Borrower Company with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as the Exchange Act. The Company has timely responded to all comment letters of the date staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2002, including all SEC comment letters and responses to such registration statement comment letters by or on behalf of the Company. To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. The Company and when any amendment becomes effective) complies each of its officers and will comply as to form directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable requirements provisions of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and does not the related rules and will not contain any untrue statement regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of a material fact the Nasdaq Stock Market (“Nasdaq”). Each required form, report and document containing financial statements that has been filed with or omit submitted to state any material fact the SEC by the Company since January 1, 2002, was accompanied by the certifications required to be stated therein filed or necessary submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to make the statements therein not misleading▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has filed with or furnished to the SEC all reports and registration statements required to be filed by it with the SEC. Parent SEC Documents. (b) As of its filing datedate (and as of the date of any amendment), each Parent SEC Document complied, and giving effect each Parent SEC Document filed subsequent to any amendments thereofthe date of this Amended and Restated Merger Agreement will comply, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange 1934 Act"), as the case may be. . (c) As of its their respective filing datedates (or, if amended or superseded by a filing prior to the date of this Amended and giving effect Restated Merger Agreement, on the date of such filing), except as may have been corrected by any subsequent filing prior to any amendments thereofthe date of this Amended and Restated Merger Agreement, each Company the Parent SEC Report Documents filed pursuant to the Exchange 1934 Act did not not, and the Parent SEC Documents filed subsequent to the date of this Amended and Restated Merger Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft . (d) Except as may have been corrected by any subsequent filing, each Parent SEC Document that is a registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act statement, as amended or supplemented, if applicable (applicable, filed pursuant to the 1933 Act, as of the date of any such registration statement and when any or amendment becomes became effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will , did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) As of the date of this Amended and Restated Merger Agreement, there are no outstanding or unresolved comments received from the SEC with respect to the Parent SEC Documents. To Parent’s knowledge, as of the date of this Amended and Restated Merger Agreement, none of the Parent SEC Documents is the subject of any ongoing SEC review or investigation. (f) Parent has complied in all material respects with (i) all current listing and corporate governance rules and regulations of the NYSE and (ii) all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the 1934 Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. Such disclosure controls and procedures are reasonably effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. For the purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Since January 1, 2014, Parent, under the supervision of its principal executive officer and principal financial officer, has established and maintained a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date of this Amended and Restated Merger Agreement, to Parent’s auditors and audit committee of Parent’s Board of Directors (x) all “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to Parent prior to the date of this Amended and Restated Merger a summary of any such disclosure made by management to Parent’s auditors and audit committee of Parent’s Board of Directors since January 1, 2014. (i) There are no outstanding loans or other extensions of credit including in the form of a personal loan (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) made by Parent to any Executive Officer or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2014. (j) Since January 1, 2014, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the statements contained in any such certifications were, or will be, when made complete and correct. (k) Since January 1, 2014, no Executive Officer or director of Parent has received from any former or current auditor, accountant, consultant or representative of Parent or any Governmental Authority written notice of, any material complaint or allegation, whether written or oral, that Parent has engaged in material improper accounting practices. No attorney representing Parent has reported to the current Board of Directors of Parent or any committee thereof or to any current director or Executive Officer of Parent evidence of a material violation of United States or other securities laws or material breach of fiduciary duty by Parent or any of its officers or directors. (l) To Parent’s knowledge, no employee is providing, or since January 1, 2014 has provided, information to any law enforcement agency regarding any conduct which the employee reasonably believes constitutes a violation of, nor filed, caused to be filed, testified, participated in, or otherwise assisted in a proceeding relating to an alleged material violation of, chapter 63 of title 18, United States Code, sections 1341, 1343, 1344, or 1348, any rule or regulation of the SEC, or any provision of Federal law relating to fraud against shareholders as described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Parent. (m) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of Parent, Parent is not a party to any off-balance sheet contract or other “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent SEC Documents.

SEC Filings. Except as disclosed Parent has made available to the Company each statement, report, registration statement (with the prospectus in the Company SEC Reports (as defined belowform filed pursuant to Rule 424(b) and in of the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"1933 Act), the Borrower has and other filings filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC by Parent since inception and, prior to the Closing, Parent will have furnished or made available to the Company true and complete copies of any additional documents filed with the SEC by Parent after the date hereof and prior to the Closing (collectively, the "Company “Parent SEC Reports") and each registration statement filed by Documents”). As of their respective filing dates, the Borrower with the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities 1934 Act and the 1933 Act. Parent has timely filed with the SEC all filings required by the 1934 Act and the 1933 Act and has provided all certifications of 1933, as amended, including its officers which are required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934in connection therewith, as amended, including the such rules and regulations promulgated thereunder (have been enacted by the "Exchange Act")SEC. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired or been terminated in accordance with their terms, and Parent is not in material default thereof. None of the Parent SEC Documents, as the case may be. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4; provided, 2003 provided however, that Parent makes no representations or warranties as to the Lender prior information contained in or omitted from Parent SEC Documents in reliance upon and in conformity with information furnished to Parent by or on behalf of counterparties to the date hereof, and any such amended or supplemented version of such registration statement filed with material contracts included in the SEC, if applicable, and each other registration statement filed by the Borrower with the Parent SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingDocuments.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements Vitalink has filed by the Borrower with the United States Securities and Exchange Commission ("SEC")SEC all required forms, the Borrower has filed all reports and registration statements documents required to be filed by it with the SEC. As of its filing dateSEC since May 31, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 1992 (collectively, the "Company Vitalink SEC Reports") and each registration statement filed by the Borrower with the SEC ), all of which complied as to form when filed in all material respects with the applicable requirements provisions of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company their respective dates the Vitalink SEC Report filed pursuant to the Exchange Act Reports (including documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration . (b) Vitalink will deliver to GranCare as soon as they become available true and complete copies of any report or statement on Form S-1 dated August 4, 2003 provided mailed by Vitalink to the Lender prior to the date hereof, and any such amended its securityholders generally or supplemented version of such registration statement filed by it with the SEC, if applicable, and in each other registration statement filed by the Borrower with the SEC after case subsequent to the date hereof pursuant and prior to the Securities Act Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by GranCare, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectiveto which Vitalink makes no representation) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleadingmisleading and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of Vitalink and its Subsidiaries to be included or incorporated by reference in such reports and statements will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and will fairly present the consolidated financial position of Vitalink and its Subsidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flow for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Buyer has filed all reports and registration statements documents required to be filed by it with the U.S. Securities and Exchange Commission (the "SEC") since January 1, 2005 (the "Buyer SEC Documents"). As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectivelytheir respective dates, the "Company Buyer SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereofthe rules and regulations thereunder, each Company and none of the Buyer SEC Report filed pursuant to the Exchange Act did not contain Documents contained any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the certifications of the chief executive officer and chief financial officer of Buyer required under the Exchange Act, and the rules and regulations thereunder, with respect to the Buyer SEC Documents complied in all material respects with the requirements thereof. The consolidated financial statements of Buyer included in the Buyer SEC Documents (a) have been prepared from the books and records of Buyer and its subsidiaries, (b) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, and will be, prepared in accordance with GAAP consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto) and (c) present fairly in all material respects the consolidated financial position, results of operations and cash flows of Buyer and its consolidated subsidiaries as of the dates or for the periods indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments (which are not, individually or in the aggregate, material to Buyer) and the absence of footnote disclosure.

SEC Filings. Except as disclosed Mountain has timely filed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")all respects or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Mountain SEC Reports") ”), in each case, except as would not reasonably be expected to be material to Mountain, and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Mountain SEC Reports”). Each of the Mountain SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, comply in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder (thereunder) applicable to the "Securities Act") and Mountain SEC Reports or the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAdditional Mountain SEC Reports. As of its filing datetheir respective dates of filing, the Mountain SEC Reports did not, and giving effect to any amendments thereofthe Additional Mountain SEC Reports will not, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Mountain SEC Reports. To Mountain’s knowledge, none of the Mountain SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Except as disclosed in for items remaining to be filed with Borrower’s Form 10-K for the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")fiscal year ended December 31, the 2017, Borrower has filed all reports forms, reports, schedules, statements, and registration statements documents required to be filed by it with with, or furnished by it to, the SECSEC since January 1, 2014 (the “Borrower SEC Reports”). As of its filing dateExcept as set forth on Schedule 4(m), and giving effect to any amendments thereof, each report filed by the Borrower with the SEC Reports (collectivelyincluding any financial statements, the "Company SEC Reports"supplements or schedules included therein) and each registration statement filed by the Borrower with the SEC complied as to form (i) were prepared in accordance, in all material respects respects, with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, including and the rules and regulations promulgated thereunder and (ii) did not, at the "Securities Act") and the Securities Exchange Act of 1934time they were filed or furnished, or, if amended, as amendedof the date of such amendment, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4No Subsidiary of Borrower is required to file any form, 2003 provided report or other document with the SEC. Borrower has not received any inquiries or interrogatories, whether in writing or otherwise, from the SEC, the Financial Industry Regulatory Authority (“FINRA”) or any other Governmental Entity, or been the subject of any action, audit, review or hearing by or in front of such Persons, in each case with respect to any of the Borrower SEC Reports or any of the information contained therein that have not been resolved pursuant to written communications to the Lender Borrower. Borrower has resolved, or will have resolved, meaning that the SEC had no further comments, all comments contained in comment letters received by the Borrower from the SEC or the staff thereof prior to the date hereof, Initial Closing Date and prior to any such amended Subsequent Closing Date. Borrower maintains disclosure controls and procedures required by Rule 13a-15 or supplemented version of such registration statement filed with Rule 15d-15 under the SEC, if applicable, Exchange Act designed to ensure that all material information concerning Borrower and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant its Subsidiaries is made known on a timely basis to the Securities Act , as amended or supplemented, if applicable (as individuals responsible for the preparation of the date of any Borrower’s SEC filings and such registration statement and when any amendment becomes controls are effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in Icahn Enterprises agrees that the Company SEC Reports (as defined below) and in Offer Documents, on the registration statements date filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectivelyand on the date first published, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant sent or given to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinCompany’s stockholders, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and 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 therein therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Icahn Enterprises with respect to written information supplied by the Company specifically for inclusion in the Offer Documents (or any document incorporated by reference in the Offer Documents). Icahn Enterprises shall cause the Schedule TO (i) to be promptly disseminated to the holders of the shares of Common Stock as and to the extent required by applicable federal securities laws, (ii) to be amended or supplemented to the extent required by applicable federal securities laws, and (iii) to comply as to form in all material respects with the requirements of the Exchange Act and other applicable federal securities laws. The Company, on the one hand, and each of IEP and Icahn Enterprises, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Icahn Enterprises and IEP shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the shares of Common Stock, in each case, as and to the extent required by applicable federal securities laws. The Company, the Special Committee and their respective counsels shall be given a reasonable opportunity to review and comment on the Schedule TO, and amendments thereof, and the other Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company, and the Icahn Parties shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company, the Special Committee and their counsels. In the event that any of the Icahn Parties receives any comments from the SEC or its staff with respect to the Offer Documents or amendments thereof, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein.

SEC Filings. Except (a) As promptly as disclosed practicable, but in no event later than the Company SEC Reports (as defined below) fifth Business Day after the announcement of this Agreement and in the registration statements filed by the Borrower with the United States Securities Offer, Parent and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-l with respect to the Offer (collectivelyas supplemented or amended from time to time, the "Company SEC ReportsSchedule 14D-l") to provide for the purchase of the issued and each registration statement filed by the Borrower outstanding Shares in accordance with the SEC complied terms hereof. The Schedule 14D-l, the Offer to Purchase and related summary advertisement and Letter of Transmittal (which documents, as supplemented or amended from time to time, together constitute the "Offer Documents") will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Act federal securities laws. The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC and Parent and Merger Sub shall consider such comments in good faith. Parent and Merger Sub agree to provide to the Company and its counsel any comments which Parent, Merger Sub or their counsel may receive from the Staff of 1933the SEC promptly after receipt thereof, and any proposed responses thereto, with respect to the Offer Documents and any amendment or supplement thereto. Parent, Merger Sub and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule 14D-l as amendedso corrected to be filed with the SEC and to disseminate any revised Offer Documents to the Company's stockholders, including in each case as and to the rules and regulations promulgated thereunder extent required by the applicable provisions of the federal securities laws. (b) The Company Board shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation on Schedule 14D-9 (as supplemented or amended from time to time, the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange ActSchedule 14D-9"), provided, however, that the Company Board may thereafter amend or withdraw its recommendation if it has received an Acquisition Proposal (as the case may bedefined herein) which in accordance with Section 7.2 is a Superior Proposal (as defined herein). As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to On the date hereof, and any such amended or supplemented version of such registration statement the Offer Documents are filed with the SEC, if applicablethe Company shall file the Schedule 14D-9, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and which will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Act federal securities laws. The Company will cooperate with Parent and does not Merger Sub in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the stockholders of the Company. Parent and will not contain its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 and any untrue statement amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company agrees to provide to Parent and Merger Sub and their counsel any comments which the Company or its counsel may receive from the Staff of a material fact the SEC promptly after receipt thereof, and any proposed responses thereto, with respect to the Schedule 14D-9 and any amendment or omit supplement thereto. The Company, Parent and Merger Sub agree to state correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading in any material fact required respect, and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be stated therein or filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. Parent, Merger Sub and the Company each hereby agree to provide promptly such information necessary to make the statements therein not misleadingpreparation of the exhibits and schedules to the Schedule 14D-9 and the Offer Documents which the respective party responsible therefor shall reasonably request. The Company represents that ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJ") has delivered to the Company Board a written opinion, as of the date hereof, that, subject to the assumptions and qualifications set forth in such opinion, the consideration to be paid in the Offer and the Merger is fair to the holders of the Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations and approvals referred to in this Section 1.2, unless the Company Board has changed or withdrawn its recommendation after receipt of an Acquisition Proposal that in accordance with Section 7.2 is a Superior Proposal.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the Acquiror has timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed by it with the SECSEC since January 25, 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). As Each of the Acquiror SEC Filings, as of the respective date of its filing date(or if amended or superseded by a filing prior to the date of this Agreement or the Amalgamation Closing Date, and giving effect to any amendments thereofthen on the date of such filing), each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (applicable to the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAcquiror SEC Filings. As of the respective date of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant (or if amended or superseded by a filing prior to the Exchange Act date of this Agreement or the Amalgamation Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4As of the date hereof, 2003 provided there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Lender Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof, and any such amended hereof is subject to ongoing SEC review or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (investigation as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) Buyer has heretofore filed all forms, reports, registration statements, definitive proxy statements, schedules and in the registration statements filed by the Borrower other materials with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements SEC required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement or other federal securities Laws since October of a material fact or omit to state any material fact necessary in order to make 2006 (the statements made therein“SEC Reports”). As of their respective dates, in or, if applicable, the light of the circumstances under which they dates such SEC Reports were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender amended prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act Reports (including, as amended or supplementedwithout limitation, if applicable (as of the date of any such registration statement all financial statements included therein, exhibits and when any amendment becomes effectiveschedules thereto and documents incorporated by reference therein) complies and will comply as to form complied in all material respects with the all applicable requirements (including but not limited to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act to the extent then in effect and applicable) of the Securities Act or the Exchange Act, as applicable, and does not other federal securities Laws as of the date thereof. The SEC Reports, when filed and will as amended from time to time, did 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 therein made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information furnished by Buyer to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act or other information that is treated by SEC regulations as not being “filed” for the purposes of the Exchange Act. The financial statements of Buyer included in the SEC Reports, including the related notes thereto including the related notes thereto (the “Buyer Financial Statements”), when filed, fairly presented in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Buyer as of the dates thereof or for the periods presented therein.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has filed all forms, reports and registration statements documents required to be filed by it Parent with the SEC since December 31, 1998 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "Parent SEC Reports." As of its filing datetheir respective dates, and giving effect to any amendments thereof, each report filed by the Borrower Parent SEC Reports (i) were prepared in accordance with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each Company such Parent SEC Report Reports and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except to the Lender extent corrected prior to the date hereofof this Agreement by a subsequently filed Parent SEC Report. None of the Parent's subsidiaries is required to file any forms, and any such amended reports or supplemented version of such registration statement filed other documents with the SEC. (b) Each of the consolidated financial statements of Parent (including, if applicablein each case, and any related notes thereto) contained in Parent SEC Reports (the "Parent Financials"), including each other registration statement Parent SEC Report filed by the Borrower with the SEC after the date hereof pursuant to until the Securities Act Closing, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply as to form in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto, (ii) are prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC under Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent contained in Parent SEC Reports as of September 30, 2001 is hereinafter referred to as the "Parent Balance Sheet." Except as disclosed in the Parent Financials or in the Parent SEC Documents filed, in each case, prior to the date hereof, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operation or financial condition of Parent or its subsidiaries taken as a whole except (i) for liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice and (ii) liabilities incurred in connection with this Agreement, the Transaction Option Agreement or the Stockholders' Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingExchange Act.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) All statements, reports, schedules, forms and in the registration statements other documents required to have been filed by the Borrower Company with the United States SEC under the Exchange Act or the Securities Act since January 1, 2001 have been so filed and in a timely manner (or timely in all material respects in the case of filings under Section 16 of the Exchange Commission ("SEC"Act), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report the time it was filed by the Borrower with the SEC (collectivelyor, if amended, supplemented or superseded by a filing prior to the "date of this Agreement, then on the date of such filing): (i) each of the Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, ) and giving effect (ii) except to the extent that information contained in any amendments thereof, each Company SEC Report Document has been revised or superseded by a later filed pursuant to Company SEC Document, none of the Exchange Act did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4There are no outstanding comments from, 2003 provided or unresolved issues raised by, the SEC with respect to the Lender prior Company SEC Documents. No executive officer of the Company has failed in any respect to make the certification required of him or her under Sections 302 or 906 of SOX and no enforcement action has been initiated against the Company relating to disclosures contained in any Company SEC Documents. (b) Except to the date hereofextent stated therein, and the consolidated financial statements (including any such amended or supplemented version of such registration statement filed with related notes) contained in the SECCompany SEC Documents: (i) when filed, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act SEC EXECUTION VERSION applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and does not and will except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) and (iii) fairly present in all material respects the consolidated financial position of Company as of the respective dates thereof and the consolidated results of operations and cash flows of Company for the periods covered thereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2004 included in the Company's Quarterly Report for the quarter ended September 30, 2004 is sometimes referred to as the "LATEST BALANCE SHEET." (c) The Company has devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed only in accordance with management's authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the assets of the Company and its Subsidiaries, as applicable; (iii) access to such assets is permitted only in accordance with management's authorization; (iv) the reporting of such assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company (i) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Acquired Companies is made known to their respective management by others within the Acquired Companies as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of the Company Board (A) any untrue statement significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. No disclosures described in clause (A) or (B) of the preceding sentence have been made by the Company's management to the Company's auditors and audit committee since July 30, 2002. The Company has initiated its process of compliance with Section 404 of SOX and expects to be in full compliance therewith by December 31, 2005. (d) Since August 5, 2003, (i) none of the Company nor any of its Subsidiaries nor, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of any of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any EXECUTION VERSION material complaint, allegation, assertion or claim that the Company or of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Acquired Companies, whether or not employed thereby, has reported evidence of a material fact violation of U.S. federal securities laws, breach of fiduciary duty or omit similar material violation by the Company or any of its officers, directors, employees or agents, or those of its Subsidiaries, to state the Company Board or any material fact committee thereof or to any director or officer of the Company. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Body any written comments or questions with respect to any of the Company SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Body that such Company SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and to the Company's knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Body of any Company SEC Document (including the financial statements included therein). (e) Section 3.5(e) to the Company Disclosure Letter sets forth all outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since July 30, 2002, neither the Company nor any of its Subsidiaries has made, or materially modified, any loans to any executive officer or director of the Company or any of the Company's Subsidiaries. (f) The Company is not required to be stated therein file any forms, reports, schedules, statements or necessary other documents with any foreign Governmental Body that performs a similar function to make that of the statements therein not misleadingSEC or any securities exchange or quotation service other than Nasdaq. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13 or 15 of the Exchange Act or is otherwise required to file documents with the SEC, any securities exchange or quotation service, any other comparable Governmental Body or any foreign Governmental Body that performs a similar function to that of the SEC.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower SPAC has filed or furnished, as applicable, on a timely basis, all statements, prospectuses, registration statements, forms, certifications, schedules, exhibits, reports and registration statements documents required to be filed or furnished by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, as they have been amended or supplemented since the "Company time of their filing through the date of this Agreement, the “SPAC SEC Reports") Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and each registration statement filed by as of the Borrower with the SEC date of any amendment or supplement thereto, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including or the rules and regulations promulgated thereunder (▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to the "Exchange Act"), as the case may beSPAC SEC Filings. As of the respective date of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of (or if amended or superseded by a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not, and any such amended or supplemented version of such registration statement SPAC SEC Filings filed with the SEC, if applicable, and each other registration statement filed by the Borrower with or furnished to the SEC after the date hereof pursuant subsequent to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and this Agreement will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not 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 therein made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. To the knowledge of SPAC, each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. Except Parent has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019, (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the Parent SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amendedthe Exchange Act, including and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Securities Act") and the Securities Exchange Act of 1934date hereof, as amended, including of the rules and regulations promulgated thereunder (date of the "Exchange Act"last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of the Parent, 2003 provided none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Parent SEC Documents. None of Parent’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower The Issuer has filed or furnished all statements, forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Issuer SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Issuer SEC Reports”). Except as in connection with the SEC SPAC Accounting Changes, each of the Issuer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Issuer SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Issuer SEC Reports or the Additional Issuer SEC Reports (for purposes of the "Securities Act") Additional Issuer SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). Except as in connection with the SEC SPAC Accounting Changes, as of their respective dates of filing, the Issuer SEC Reports did not, and the Securities Exchange Act of 1934Additional Issuer SEC Reports will not, as amendedof their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, including then on the rules and regulations promulgated thereunder (the "Exchange Act"date of such filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Issuer SEC Reports, assuming the accuracy of any information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). (b) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Issuer SEC Reports. (c) As of the date of this Agreement, to the knowledge of the Issuer, each director and executive officer of the Issuer has filed with the SEC on a timely basis all statements required with respect to the Issuer by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings. Except as disclosed The Company has been able to review on the SEC website Parent’s SEC filings, including each registration statement, report, registration statement (with the prospectus in the Company SEC Reports (as defined belowform filed pursuant to Rule 424(b) and in of the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"1933 Act), and other filings. Parent will furnish or make available to the Borrower has Company true and complete copies of any additional documents filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC by Parent after the date hereof and prior to the Closing (collectively, the "Company “Parent SEC Reports") and each registration statement Documents”). The Parent SEC Documents filed by the Borrower with the SEC since March 2, 2010 complied as to form in all material respects with the applicable requirements of the Securities 1934 Act and the 1933 Act. Parent has timely filed with the SEC all filings required by the 1934 Act and the 1933 Act since March 2, 2010 and has provided all certifications of 1933, as amended, including its officers which are required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934in connection therewith, as amended, including the such rules and regulations promulgated thereunder (have been enacted by the "Exchange Act")SEC. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed since March 2, 2010, and all material contracts so filed as exhibits are in full force and effect, except those which have expired or been terminated in accordance with their terms, and Parent is not in material default thereof. None of the Parent SEC Documents, as of their respective dates, filed since March 2, 2010 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 case may be. As statements made therein, in light of its filing datethe circumstances under which they were made, and giving effect to any amendments thereofnot misleading; provided, each Company SEC Report filed pursuant however, that Parent makes no representations or warranties as to the Exchange Act information contained in or omitted from Parent SEC Documents in reliance upon and in conformity with information furnished to Parent by or on behalf of counterparties to the material contracts included in the Parent SEC Documents; and provided further that, to Parent’s current Knowledge, all Parent SEC Filings prior to March 2, 2010 did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements Pathfinder has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Pathfinder SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Pathfinder SEC Reports”). Each of the Pathfinder SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Pathfinder SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Pathfinder SEC Reports or the Additional Pathfinder SEC Reports (for purposes of the "Securities Act") Additional Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Securities Exchange Act of 1934, as amended, including Group Companies expressly for inclusion or incorporation by reference prior to the rules and regulations promulgated thereunder (Closing in the "Exchange Act"Registration Statement / Proxy Statement), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the Pathfinder SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement). 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 Pathfinder SEC Reports.

SEC Filings. Except (a) As soon as disclosed reasonably practicable following the date hereof but in no event later than two Business Days after the Company SEC Reports (as defined below) date of the announcement referenced in Section 1.1(a), Parent and in the registration statements filed by the Borrower Merger Sub shall file with the United States Securities and Exchange Commission (the "SEC")) with respect to the Offer, an amendment to the Borrower has filed all reports and registration statements required to be Tender Offer Statement on Schedule 14D-1 filed by it with the SEC. As of its filing dateParent and Merger Sub on March 5, 1999 (as so amended, and giving effect as amended prior to any amendments thereof, each report filed by the Borrower with the SEC (collectivelydate hereof and from time to time hereafter, the "Company SEC ReportsSCHEDULE 14D-1") to provide for the purchase of the issued and each registration statement filed by the Borrower outstanding shares of Company Common Stock in accordance with the SEC complied terms hereof. The Schedule 14D-1 will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Act federal securities laws and will contain or incorporate by reference the Supplemental Offer to Purchase, the related Letter of 1933Transmittal and other ancillary documents and agreements pursuant to which the Offer will be made (the Schedule 14D-1, the Supplemental Offer to Purchase, the Letter of Transmittal and such other documents being collectively referred to herein as the "OFFER DOCUMENTS"). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider such comments in good faith. Parent and Merger Sub agree to provide to the Company and its counsel any comments which Parent, Merger Sub or their counsel may receive from the Staff of the SEC with respect to the Offer Documents promptly after receipt thereof. Parent, Merger Sub and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and to disseminate any revised Offer Documents to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. (b) The Company shall file with the SEC an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on March 18, 1999 (as so amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender amended prior to the date hereofhereof and as amended from time to time hereafter, and any the "SCHEDULE 14D-9") containing the recommendation of the Company Board described in Section 5.1(a) (subject to the right of the Company Board to withdraw, amend or modify such amended or supplemented version of such registration statement filed recommendation in accordance with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as terms of the date of any such registration statement and when any amendment becomes effectivethis Agreement) complies and which will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Act federal securities laws. The Company will file its amended Schedule 14D-9 no later than four Business Days following the filing of the amendment to the Schedule 14D-1 as required by Section 1.2(a). The Company will cooperate with Parent and does not Merger Sub in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the stockholders of the Company. Parent and will not contain its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 and any untrue statement amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company agrees to provide to Parent and Merger Sub and their counsel any comments which the Company or its counsel may receive from the Staff of a material fact the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall hare become false or omit to state misleading in any material fact required respect, and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be stated therein or filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. Parent, Merger Sub and the Company each hereby agree to provide promptly such information necessary to make the statements therein not misleadingpreparation of the exhibits and schedules to the Schedule 14D-9 and the Offer Documents which the respective party responsible therefor shall reasonably request.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) Seller will deliver promptly to Buyer true and in the complete copies of each report, registration statements filed statement or statement mailed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required it to be its security holders generally or filed by it with the SEC, in each case subsequent to the date hereof and prior to the Effective Time. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedsuch reports, including the rules consolidated financial statements included therein, and regulations promulgated thereunder statements (the "Securities Act") and the Securities Exchange Act of 1934excluding any information therein provided by Buyer or Merger Sub, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectiveSeller makes no representation) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports, (x) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (y) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (z) shall fairly present the consolidated financial position of Seller and the Seller 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 which were not, or are not expected to be, material in amount. (b) Buyer will deliver promptly to Seller true and complete copies of each report, registration statement or statement mailed by it to its security holders generally or filed by it with the SEC, in each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports, including the consolidated financial statements included therein, and statements (excluding any information therein provided by Seller, as to which neither Buyer nor Merger Sub makes no representation) will not misleadingcontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports, (x) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (y) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (z) shall fairly present the consolidated financial position of Buyer and the Buyer 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 which were not, or are not expected to be, material in amount.

SEC Filings. Except (a) As promptly as disclosed in reasonably practicable after the Company SEC Reports (as defined below) Closing Date, Parent shall prepare and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower file with the SEC a proxy statement relating to the Parent Shareholders’ Meeting to be held in connection with the Parent Shareholder Matters (collectivelytogether with any amendments thereof or supplements thereto, the "Company SEC Reports"“Proxy Statement”). Parent shall (i) cause the Proxy Statement to comply with applicable rules and each registration statement filed regulations promulgated by the Borrower with SEC in all material respects and (ii) respond promptly to any comments or requests of the SEC complied or its staff related to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letters to shareholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities Laws and the Securities Act of 1933Israeli Companies Law, as amended, including the rules and regulations promulgated thereunder 5759-1999 (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"“Companies Law”), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did (ii) 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 the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement Company covenants and agrees that the information supplied by or on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as behalf of the date of any such registration statement and when any amendment becomes effective) complies and will comply as Company to form Parent for inclusion in all material respects with the applicable requirements of the Securities Act and does not and Proxy Statement 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 such information, in light of the statements therein circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Party makes any covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other Party or any of its Representatives regarding such other Party or its Affiliates for inclusion therein. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the Companies Law. If Parent (A) becomes aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, or (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto. (d) As soon as practicable (and in any event within seventy five (75) calendar days of the Closing Date), Parent shall file with the SEC a registration statement on Form S-3 (or any successor form) (the “Registration Statement”), if available, or if not available, a registration statement on Form S-1 (or any successor form) for use by Parent, with respect to the Consideration Shares and Parent Warrant Shares, to the extent necessary to register such shares for resale under the Securities Act. The Company shall use commercially reasonable efforts to cause such registration statement to become effective within seventy-five (75) days following the Closing Date (or in the event of a full review by the Commission, one hundred and five (105) days following the Closing Date). (e) As promptly as reasonably practicable following the date of this Agreement, Seller will use commercially reasonable efforts to furnish to Parent (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement, or an audited period balance sheet, as applicable (the “Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be. (f) Seller shall cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement (collectively, the “Company Required S-3 Information”). Without limiting the foregoing, Seller will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s or Seller’s independent accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement is filed with the SEC (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) has filed, on a timely basis, all reports, schedules, forms, statements and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed by it with or furnished to the SECSEC under the Securities Act or the Exchange Act (all of the foregoing filed during the thirty-six (36) months prior to the date hereof collectively, the “SEC Filings”). As of The Group is principally engaged in the business described in its filing datemost recent annual report, and giving effect to any amendments such report contains a complete and accurate description of the business of the Group, taken as a whole and in all material aspects. At the time of the filing thereof, each report filed by the Borrower with of the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act in all material aspects and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft Company is subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. The Company satisfies the registrant requirements for the use of a registration statement on Form S-1 dated August 4F-3 to register the Registrable Securities for resale by any Holder under the Securities Act. There exist no facts or circumstances (including any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that could reasonably be expected to prohibit or delay the preparation and filing of the Registration Statement for the resale of the Registrable Securities by any Holder contemplated by this Agreement. (b) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(f) of the Exchange Act) (A) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, 2003 provided processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Lender Company’s management to allow timely decisions regarding required disclosure and (B) reasonably effective to perform the functions for which they were designed, and (ii) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to the Company’s outside auditors and the Board’s audit committee (and made summaries of such disclosures available to the Investor) (A) any deficiencies and weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any such amended fraud, whether or supplemented version of such registration statement filed with not material, that involves management or other employees who have a significant role in the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany’s internal controls over financial reporting.

SEC Filings. Except as disclosed in (a) Parent has timely filed with or furnished to the Company SEC Reports (as defined below) and in the all reports, schedules, forms, statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed with or furnished to the SEC by it with the SEC. Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and giving effect other document filed with or furnished to any amendments thereof, each report filed by the Borrower with the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company “Parent SEC Reports"Documents”) filed prior to the date of this Agreement complied, and each registration statement Parent SEC Document filed by subsequent to the Borrower with the SEC complied date of this Agreement will comply, as to form in all material respects with the applicable requirements of the Securities NYSE, the 1933 Act, the 1934 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be. . (c) As of its filing datedate (or, and giving effect if amended or superseded by a filing prior to any amendments thereofthe date of this Agreement, on the date of such filing), each Company Parent SEC Report Document filed pursuant to the Exchange 1934 Act prior to the date of this Agreement did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4. (e) Parent is and since January 1, 2003 provided to the Lender prior to the date hereof2010, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form has been in compliance in all material respects with (i) the applicable requirements provisions of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and does not (ii) the applicable listing and will not contain any untrue statement corporate governance rules and regulations of a the NYSE. (f) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material fact or omit information relating to state any Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material fact information required to be stated therein included in Parent’s periodic and current reports required under the 1934 Act. (g) Parent and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or necessary operation of internal controls which are reasonably likely to make adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Parent has made available to the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements therein not misleadingcontained in any such certifications are true and complete.

SEC Filings. Except as disclosed in set forth on Schedule 5.20 of the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")Merger Agreement, the Borrower Purchaser has timely filed with or furnished to, as applicable, the SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2022 (the “Parent SEC Documents”). True, correct, and complete copies of all Purchaser are publicly available in ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Purchaser has made available to the Sellers the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the Parent SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, 2002 (including the rules and regulations promulgated thereunder (the "Securities Act"thereunder) and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents. None of the Purchaser Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of the Purchaser, 2003 provided none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Parent SEC Documents. None of the Purchaser’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower documents with the SEC after and neither the date hereof pursuant Purchaser nor any of its Subsidiaries is required to the Securities Act file or furnish any forms, as amended reports, or supplemented, if applicable other documents with any securities regulation (as of the date of any such registration statement and when any amendment becomes effectiveor similar) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement regime of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnon-United States Governmental Body.

SEC Filings. Except The Company has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference therein) required to be filed or furnished by it with the SEC since January 31, 2018 (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). To the extent that any Company SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder (thereunder, the "Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of the Company, 2003 provided none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Company SEC Documents. None of the Company’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant . There has been no material change to the Securities Act , as amended business or supplemented, if applicable (as prospects of the date Company or any of any such registration statement and when any amendment becomes effective) complies and will comply as to form its Subsidiaries from that disclosed in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany SEC Documents.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) Parent has delivered or made available to Seller (through reference to documents filed by ▇▇▇▇▇ or otherwise) accurate and in the complete copies of all reports or registration statements filed by the Borrower Parent with the United States Securities and Exchange Commission SEC on or after September 26, 2001, all in the form so filed ("SEC"as amended to date, the “Parent SEC Reports”). As of their respective filing dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the filing date of such amending or superseding filing), the Borrower has filed all reports Parent SEC Reports (i) were prepared in accordance and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each Company such Parent SEC Report filed pursuant to the Exchange Act Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except to the Lender extent corrected by a Parent SEC Report filed prior to the date hereofof this Agreement (a “Prior Parent SEC Report”). (b) Each of the consolidated financial statements (including, and in each case, any such amended or supplemented version of such registration statement related notes thereto) contained in Parent SEC Reports (the “Parent Financials”), including each Parent SEC Report filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to until the Securities Act Closing, as amended or supplementedof their respective filing dates, if applicable (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and does not (iii) fairly presented the financial position of Parent as at the respective dates thereof and will the results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain any untrue statement of a material fact footnotes and were or omit are subject to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnormal and recurring year-end adjustments.

SEC Filings. Except Parent has filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SECSEC since January 1, 2020 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on E▇▇▇▇. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the Parent SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amendedthe Exchange Act, including and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Securities Act") and the Securities Exchange Act of 1934date hereof, as amended, including of the rules and regulations promulgated thereunder (date of the "Exchange Act"last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of Parent, 2003 provided none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Parent SEC Documents. None of Parent’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower documents with the SEC after the date hereof pursuant and neither Parent nor any of its Subsidiaries is required to the Securities Act file or furnish any forms, as amended reports, or supplemented, if applicable other documents with any securities regulation (as of the date of any such registration statement and when any amendment becomes effectiveor similar) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement regime of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnon-United States Governmental Entity.

SEC Filings. Except Parent has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SECSEC (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the Parent SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amendedthe Exchange Act, including and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Securities Act") and the Securities Exchange Act of 1934date hereof, as amended, including of the rules and regulations promulgated thereunder (date of the "Exchange Act"last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of Parent, 2003 provided none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Parent SEC Documents. None of Parent’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except Parent has timely filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SECSEC since January 1, 2018 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the Parent SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, 2002 (including the rules and regulations promulgated thereunder (thereunder, the "Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4To the Knowledge of Parent, 2003 provided none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Lender prior Parent SEC Documents. None of Parent’s Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) will deliver promptly to Parent true and in the complete copies of each report, registration statements filed statement or statement mailed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required it to be its security holders generally or filed by it with the SEC, in each case subsequent to the date of this Agreement and prior to the Effective Time. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedsuch reports, including the rules consolidated financial statements included therein, and regulations promulgated thereunder statements (the "Securities Act") and the Securities Exchange Act of 1934excluding any information therein provided by Parent or Merger Sub, as amended, including to which the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectivemakes no representation) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports, (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. (b) Parent will deliver promptly to the Company true and complete copies of each report, registration statement or statement mailed by it to its security holders generally or filed by it with the SEC, in each case subsequent to the date of this Agreement and prior to the Effective Time. As of their respective dates, such reports, including the consolidated financial statements included therein, and statements (excluding any information therein provided by the Company, as to which Parent makes no representation) will not misleadingcontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements HighCape has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “HighCape SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional HighCape SEC Reports”). Each of the HighCape SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied as to form in all material respects respects, and each of the Additional HighCape SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the HighCape SEC Reports or the Additional HighCape SEC Reports (for purposes of the "Securities Act") Additional HighCape SEC Reports, assuming that the representation and the Securities Exchange Act warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the HighCape SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). 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 HighCape SEC Reports.

SEC Filings. Except (a) The Buyer has timely filed or furnished, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower applicable, with the United States Securities SEC all registration statements, forms, reports, statements, certifications and Exchange Commission other documents ("SEC")including all exhibits and other information incorporated therein, the Borrower has filed all reports amendments and registration statements supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC. As of its filing dateSEC since January 1, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 2022 (collectively, the "Company “Buyer SEC Reports"Documents”). (b) As of their respective effective dates (in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the 1933 Act) and as of their respective filing or furnishing dates (in the case of all other applicable Buyer SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each registration statement filed by of the Borrower with the Buyer SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange 1933 Act"), as the case may be. , applicable to such Buyer SEC Documents and in effect at such time and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect at such time. (c) As of its their respective filing dateor furnishing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Buyer SEC Documents contained, and giving effect to any amendments thereof, each Company Buyer SEC Report Document filed pursuant subsequently to the Exchange Act did date hereof will not contain contain, any untrue statement of a material fact or omit omitted to state any 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 such statements were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as As of the date of any such registration statement this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff and when any amendment becomes effective(ii) complies and will comply as to form in all material respects with the applicable knowledge of the Buyer, none of the Buyer SEC Documents is the subject of an ongoing SEC review. (d) No Subsidiary of the Buyer is subject to the periodic reporting requirements of the Securities 1934 Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact is otherwise required to be stated therein file any periodic forms, reports, schedules, statements or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. Except as disclosed in the The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has timely filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC or Nasdaq since January 1, 2005. As All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of its filing datethe foregoing have been amended since the time of their filing, and giving effect (including those that the Company may file subsequent to any amendments thereof, each report filed by the Borrower with date hereof) are referred to herein as the SEC (collectively, the "“Company SEC Reports".” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder amended (the "“Securities Act") and ”), the Securities Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act")2002, as the case may be. As , and, in each case, the rules and regulations promulgated Table of its filing date, and giving effect Contents thereunder applicable to any amendments thereof, each such Company SEC Report Reports as well as the rules and regulations of Nasdaq and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided Company has made available to the Lender Parent complete and correct copies of all amendments and modifications effected prior to the date hereofof this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed and all Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent true, correct and any such amended or supplemented version complete copies of such registration statement filed with all correspondence between the SEC, if applicableon the one hand, and each other registration statement filed the Company and any of its Subsidiaries, on the other, since January 1, 2005, including all SEC comment letters and responses to such comment letters by or on behalf of the Borrower with Company. To the SEC after the date hereof pursuant to the Securities Act Company’s Knowledge, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements hereof, none of the Securities Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers 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 Rule 15d-14 under the Exchange Act or Sections 302 and does not 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Documents. For purposes of this Section 4.6(a), “principal executive officer” and will not contain any untrue statement “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading2002.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) FMFK will deliver promptly to OLYMPIC true and in the complete copies of each report, registration statements filed statement or statement mailed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required it to be its security holders generally or filed by it with the SEC, in each case subsequent to the date of this Agreement and prior to the Effective Time. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedsuch reports, including the rules consolidated financial statements included therein, and regulations promulgated thereunder statements (the "Securities Act") and the Securities Exchange Act of 1934excluding any information therein provided by OLYMPIC, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectiveFMFK makes no representation) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports, (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of FMFK and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. (b) OLYMPIC will deliver promptly to FMFK true and complete copies of each report, registration statement or statement mailed by it to its security holders generally or filed by it with the SEC, in each case subsequent to the date of this Agreement and prior to the Effective Time. As of their respective dates, such reports, including the consolidated financial statements included therein, and statements (excluding any information therein provided by FMFK or MERGER SUB, as to which OLYMPIC makes no representation) will not misleadingcontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in such reports (i) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) shall fairly present the consolidated financial position of Buyer and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowi) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has filed all reports registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since April 1, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of its filing datetheir respective dates, the Parent SEC Reports (A) were prepared in accordance with, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with with, the applicable requirements of the Securities Act of 1933or the Exchange Act, as amendedthe case may be, including and, in each case, the rules and regulations promulgated thereunder applicable to such Parent SEC Reports and (B) did not at the "Securities Act") time they were filed (and in the Securities Exchange Act case of 1934registration statements, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not their respective effective dates) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except in the case of each of the preceding clauses (A) and (B) to the Lender extent corrected: (1) in the case of Parent SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Parent SEC Report; and (2) in the case of Parent SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Parent SEC Report. As of the date hereof, none of the Parent SEC Reports is the subject of outstanding SEC comments or, to Parent’s Knowledge, ongoing SEC review. (ii) Parent has Made Available to the Company true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, since January 1, 2006, including all SEC comment letters and responses to such amended comment letters by or supplemented version on behalf of Parent. (iii) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such registration statement filed terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (iv) None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements Bannix has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Bannix SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the "Securities Act") Additional Bannix SEC Reports, assuming that the representation and the Securities Exchange Act warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the Bannix SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reports.

SEC Filings. 3.10.1 Except as disclosed set forth in Section 3.10 of the Company SEC Reports PharMerica Disclosure Statement, PharMerica (as defined belowand, with respect to periods prior to December 30, 1997, Captsone Pharmacy Services, Inc.) and has, in the registration statements all material respects, filed by the Borrower with the United States Securities and Exchange Commission ("SEC")SEC all required forms, the Borrower has filed all reports and registration statements documents required to be filed by it with the SEC. As of its filing dateSEC since December 31, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 1994 (collectively, the "Company PharMerica SEC Reports"), all of which, when filed (in the case of forms, reports and documents filed pursuant to the Exchange Act) and each or when declared effective (in the case of registration statement statements filed by pursuant to the Borrower with the SEC Securities Act), complied as to form in all material respects with the applicable requirements provisions of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing datetheir respective dates, and giving effect to any amendments thereof, each Company the PharMerica SEC Report filed pursuant to the Exchange Act Reports (including documents included as exhibits thereto or incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration . 3.10.2 PharMerica will deliver to Bergen as soon as they become available true and complete copies of any report or statement on Form S-1 dated August 4, 2003 provided mailed by PharMerica to the Lender prior to the date hereof, and any such amended its security holders generally or supplemented version of such registration statement filed by it with the SEC, if applicable, and in each other registration statement filed by the Borrower with the SEC after case subsequent to the date hereof pursuant and prior to the Securities Act Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Bergen, as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effectiveto which PharMerica makes no representation) complies and will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and does not and the Exchange Act, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and will further comply in all material respects with all applicable requirements of law, except for such failures to comply as to form, untrue statements or omissions or further failures to comply which would not be reasonably likely to have, individually or in the aggregate, a PharMerica Material Adverse Effect. The audited consolidated financial statements and unaudited consolidated interim financial statements of PharMerica and its Subsidiaries to be included or incorporated by reference in such reports and statements will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements), and in accordance with all applicable published accounting requirements under the Securities Act and the Exchange Act, and will fairly present in all material respects the consolidated financial position of PharMerica and its Subsidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flows of PharMerica and its Subsidiaries for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the extent that they may not include footnotes or may be condensed or summary statements); provided, however, that any pro forma financial statements will not necessarily be indicative of the consolidated financial position of PharMerica as of the respective dates thereof and the consolidated results of operations and cash flows of PharMerica for the periods indicated.

SEC Filings. Except for or in respect of any changes (including any restatements of reports or of financial statements contained therein) to Acquiror’s historical or current accounting of Acquiror’s outstanding redeemable shares as disclosed temporary, as opposed to permanent, equity (“Redeemable Share Classification Changes”) and except for any delays in the Company SEC Reports filing of Acquiror’s periodic reports as they come due (which, as defined below) and in of the registration statements date hereof, have all since been filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and registration statements documents required to be filed by it with the SEC. As of its filing date, and giving effect SEC pursuant to any amendments thereof, each report filed by the Borrower with Exchange Act or the SEC Securities Act (collectively, as they have been amended since the "Company time of their filing, the “Acquiror SEC Reports") Filings”). Subject to the Redeemable Share Classification Changes, each of the Acquiror SEC Filings, as of the respective date of its filing, and each registration statement filed by as of the Borrower with the SEC date of any amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (applicable to the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAcquiror SEC Filings. As of the respective date of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant (or if amended or superseded by a filing prior to the Exchange Act date of this Agreement or the Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4As of the date hereof, 2003 provided there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Lender Acquiror SEC Filings. To the knowledge of Acquiror none of the Acquiror SEC Filings filed on or prior to the date hereof, and any such amended hereof is subject to ongoing SEC review or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (investigation as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Lanxide has filed all reports documents required to be filed prior to the date hereof by it and registration statements its Subsidiaries with the SEC (the "Lanxide SEC Documents"). As of their respective dates, or if amended as of the date of the last such amendment, the Lanxide SEC Documents complied, and all documents required to be filed by it with the SEC. As Lanxide or any of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower Subsidiaries with the SEC after the date hereof and prior to the Closing Date (collectively, the "Company Subsequent Lanxide SEC ReportsDocuments") and each registration statement filed by the Borrower with the SEC complied as to form will comply, in all material respects with the applicable requirements of the Securities 1933 Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities 1934 Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereofthe applicable rules and regulations promulgated thereunder and none of the Lanxide SEC Documents contained, each Company and the Subsequent Lanxide SEC Report filed pursuant to the Exchange Act did Documents will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinomitted, in the light of the circumstances under which they were madeor will omit, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements of Lanxide included in the Lanxide SEC Documents are in accordance with the books and records of the Lanxide Companies and fairly present, and those to be included in the Subsequent Lanxide SEC Documents will be in accordance with the books and records of the Lanxide Companies and will fairly present, the consolidated financial position of Lanxide and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since September 30, 1996, Lanxide has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Filings. Except The Company has filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, definitive proxy statements, and registration statements other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it or the Partnership with the SEC since January 1, 2022 (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). To the extent that any Company SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or as otherwise permitted by the applicable provisions of Regulation S-K, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder (thereunder, the "Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") ”), and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Exchange Act"date hereof, as of the date of the last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4There are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents, 2003 provided and to the Lender prior Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. Other than the Partnership, no Subsidiary of the Company is required to the date hereof, and file any such amended form or supplemented version of such registration statement filed report with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements CCTS has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with the SEC. As of SEC pursuant to Federal Securities Laws since its filing dateinitial public offering (“IPO”) (collectively, and giving effect together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “CCTS SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to any amendments thereof, each report be filed or furnished by it subsequent to the Borrower date hereof with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, but excluding the Registration Statement/Proxy Statement to be filed by Holdco, the “Additional CCTS SEC Reports") ”). Each of the CCTS SEC Reports, as of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each registration statement filed by of the Borrower with Additional CCTS SEC Reports, as of their respective dates, and as of the SEC complied as to form date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the rules Sarbanes‑Oxley Act) applicable to the CCTS SEC Reports or the Additional CCTS SEC Reports (for purposes of the Additional CCTS SEC Reports, assuming that the representation and regulations promulgated thereunder (the "Securities Act") warranty set forth in Section ‎3.23 is true and the Securities Exchange Act correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the CCTS SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional CCTS SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion therein). There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the CCTS SEC Reports.

SEC Filings. Except (a) As soon as disclosed practicable after the date hereof, the Parent shall prepare and file with the SEC the Registration Statement on Form S-4 (such registration statement at the time it becomes effective, together with all amendments duly filed and mailed is referred to as the "Registration Statement") under the Securities Act, which registers the Parent Class A Common Stock to be issued to the Company's stockholders pursuant to the Merger and in which the prospectus (the "Prospectus") will be in the form of a proxy statement. The Company SEC Reports (as defined below) shall prepare and in provide the registration statements filed by Parent with information concerning the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements Company required to be filed by it with included in the SECRegistration Statement. As of its filing date, Such information prepared and giving effect to any amendments thereof, each report filed provided by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form shall comply in all material respects with the all applicable requirements of law. (b) Each of the Company and the Parent, as applicable, shall use its reasonable best efforts to (i) respond to any comments of the SEC, (ii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and (iii) cause the Prospectus to be mailed to the stockholders of 1933, the Company as amended, including promptly as practicable after the rules and regulations promulgated thereunder (Registration Statement is declared effective under the "Securities Act") . Each of the Parent and the Securities Exchange Act Company shall notify the other promptly of 1934, as amended, including the rules receipt of any comments from the SEC and regulations promulgated thereunder (of any request by the "Exchange Act"), as SEC for amendments or supplements to the case may be. As Registration Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its filing date, representatives and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant respect to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will Registration Statement. The Registration Statement shall comply as to form in all material respects with the all applicable requirements of the Securities Act and does not and will not contain law. The Parent shall take any untrue statement of a material fact or omit to state any material fact action required to be stated therein taken under state blue sky or necessary securities laws in connection with the Merger and the issuance of the Merger Consideration in connection therewith. (c) No amendment or supplement to make the statements therein Registration Statement will be made without the approval of the Company, which approval will not misleadingbe unreasonably withheld or delayed. The Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement or any amendment thereto has become effective or any amendment thereto, or the issuance of any stop order, or the suspension of the qualification of the Parent Class A Common Stock to be issued in the Merger for offering or sale in any jurisdiction or of any request by the NYSE for amendment of the Registration Statement.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) The Seller has timely filed all forms, reports and in the registration statements filed by the Borrower documents with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements SEC required to be filed by it with pursuant to the SEC. As federal securities laws, all of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC which complied as to form of their respective dates in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, including and the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may bethereunder. As of its filing datetheir respective dates, the Seller’s SEC Reports did not, and giving effect to any amendments thereofall such documents filed with the SEC after the date hereof will not, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4Except as set forth in the Seller’s SEC Reports, 2003 provided the Seller has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the related rules and regulations promulgated thereunder with respect to the Lender prior Seller’s filings pursuant to the date hereofExchange Act. The Seller has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Seller, and any such amended or supplemented version including its Subsidiaries, is made known on a timely basis to the individuals responsible for the preparation of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower Seller’s filings with the SEC after and other public disclosure documents. Without limiting the date hereof pursuant generality of the foregoing, (a) the Seller has established and maintains a system of internal accounting control over financial reporting sufficient to comply with all legal and accounting requirements applicable to the Securities Act Seller, as amended (b) the Seller has disclosed, based on its most recent evaluation of internal controls, to the Seller’s auditors and its audit committee, (i) any significant deficiencies and material weaknesses in the design or supplementedoperation of its internal accounting controls which are reasonably likely to materially and adversely affect the Seller’s ability to record, if applicable process, summarize and report financial information, and (as ii) any fraud known to the Seller that involves management or other employees who have a significant role in internal controls, and (c) the Seller has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the date of Seller or its internal accounting controls over financial reporting, including any such registration statement and when any amendment becomes effective) complies and will comply as to form complaint, allegation, assertion or claim that the Seller has engaged in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact questionable accounting or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingauditing practices.

SEC Filings. Except as disclosed in (i) As of the date hereof, the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC. As of its filing date, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) All such registration statements, prospectuses, reports, schedules, forms, statements and giving effect to any amendments thereof, each report other documents in the form filed by the Borrower with the SEC (collectivelyhave been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the "“Company SEC Reports".” As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each such Company SEC Report filed pursuant to the Exchange Act Reports, and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (ii) Except as set forth on Form S-1 dated August 4Schedule 3.5(a)(ii) or disclosed in the Company SEC Reports, 2003 provided neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (iii) Subject to the Lender prior applicable reserve for bad debts (which were determined in accordance with GAAP consistent with the Company’s past practices) on the most recent audited balance sheet included in the Company SEC Reports, all accounts receivable of the Company reflected on such balance sheet were valid receivables as of such date subject to no setoffs or counterclaims. All accounts receivable of the Company have arisen from bona fide transactions in the ordinary course of business. Since the date of the most recent audited balance sheet included in the Company SEC Reports, there have not been any write-offs as uncollectible of any customer accounts receivable of the Company and the Subsidiaries, except for write-offs in the ordinary course of business of the Company and the Subsidiaries and consistent with past practice and no write-offs were related to transactions with a related party of the Company. FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (iv) All items in the inventories of the Company (the “Inventory”) reflected on the most recent balance sheet included in the Company SEC Reports or existing at the date hereof are of a quality and quantity saleable or usable in the ordinary course of business consistent with past practices of the Company, subject to the reserves or provisions reflected in the Inventory valuation in such balance sheet. Such Inventory reflects reserves or provisions which were determined in accordance with GAAP consistent with the Company’s past practices and procedures for items which are below standard quality, represent excess quantities or have become obsolete or unsaleable or unusable (except at prices less than cost) in the ordinary course of business. No material reserves or provisions for Inventory since the date hereofof the most recent audited balance sheet included in the Company SEC Reports have been, or are required to be, recorded. . (v) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any such amended unconsolidated Affiliate, including any structured finance, special purpose or supplemented version limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K)), where the result, purpose or intended effect of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant contract is to the Securities Act , as amended or supplemented, if applicable (as of the date avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact Subsidiary’s published financial statements or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingother Company SEC Reports.

SEC Filings. Except as disclosed in the The Company SEC Reports has timely filed all reports, schedules, forms, statements and other documents (as defined belowincluding exhibits and all other information incorporated by reference) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements any amendments thereto required to be filed by it with the SEC. As of its filing dateSEC since January 1, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC 2004 (collectively, the "“Company SEC Reports"”). As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with with, the applicable requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19332002, as amendedthe case may be, including and, in each case, the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect applicable to any amendments thereof, each such Company SEC Report Reports and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided Company has made available to the Lender Parent complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed and all Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. To the Company’s Knowledge, as of the date hereof, and none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Since January 1, 2004 the Company has not received any such amended correspondence from the SEC containing comments regarding any report or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant Company. The Company and, to the Securities Act , as amended or supplemented, if applicable (as Knowledge of the date Company, each of any such registration statement its officers and when any amendment becomes effective) complies directors are in full compliance with, and will comply as to form have complied, in each case in all material respects with (i) the applicable requirements provisions of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and does not the related rules and will not contain any untrue statement regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of a material fact the NYSE. Each of the principal executive officer of the Company and the principal financial officer of the Company (or omit 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 Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to state any material fact required the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to be stated therein or necessary to make such terms in the statements therein not misleading▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements Dragoneer has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Dragoneer SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Dragoneer SEC Reports”). Each of the Dragoneer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Dragoneer SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the Dragoneer SEC Reports or the Additional Dragoneer SEC Reports (for purposes of the "Securities Act") Additional Dragoneer SEC Reports, assuming that the representation and the Securities Exchange Act warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"Group Companies expressly for inclusion or incorporation by reference therein), as the case may be. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the Dragoneer SEC Report filed pursuant to the Exchange Act Reports did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). 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 Dragoneer SEC Reports.

SEC Filings. Except (a) As promptly as disclosed in practicable after the execution of this Agreement, the Company SEC Reports (as defined below) shall prepare and in the registration statements filed by the Borrower file with the United States Securities SEC an amendment (the "AMENDMENT") to the Form 10 which, among other things, describes the transactions contemplated by this Agreement. The Company and Exchange Commission ("Parent will consult with Rugby and its advisors in preparing the Amendment and it shall be in form and substance satisfactory to Rugby in its reasonable judgment. Substantially contemporaneously with the filing of the Amendment with the SEC"), copies of the Amendment shall be provided to the New York Stock Exchange, Inc. Parent, the Borrower has filed all reports Company and registration statements Rugby each shall use its reasonable best efforts to cause the Form 10 to become effective as promptly as practicable. Parent and the Company shall also prepare and file with the SEC, in consultation with and as reasonably approved by Rugby, such additional documents as are required to be filed by it and circulated to Parent's stockholders in connection with the SECSpin-Off in order to satisfy the requirements of SEC Staff Legal Bulletin No. 4 ("SLB 4") regarding exemption of the Spin-Off from the registration requirements of the Securities Act (any such other documents the "ADDITIONAL SEC DOCUMENTS"). As promptly as practicable, subject to the requirements of its filing datethe SEC, the Exchange Act and giving effect the Securities Act, Parent and the Company will cause to any amendments thereof, each report filed be distributed to Parent's stockholders the Form 10 as amended by the Borrower Amendment (in preliminary form) and/or the Additional SEC Documents (as the Parties shall jointly determine, in their reasonable judgment and in compliance with the SEC (collectively, the "Company SEC Reports"requirements including those under SLB 4) and each shall use their reasonable best efforts to cause the Spin-Off to meet the other requirements of SLB 4 regarding exemption of the Spin-Off from the registration statement filed by requirements of the Borrower with Securities Act. Parent and the Company shall cause the Form 10 and any Additional SEC complied Documents to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act of 1933, as amended, including and (iii) the rules and regulations promulgated thereunder of the New York Stock Exchange, Inc. (b) No additional amendment or supplement to the "Securities Act") Form 10 or any Additional SEC Document will be made without the approval of Rugby, which approval shall not be unreasonably withheld or delayed. Each of Parent and the Securities Exchange Act Company will advise Rugby, promptly after it receives notice of 1934, as amended, including the rules and regulations promulgated thereunder (time when the "Exchange Act"), as the case may be. As of its filing date, and giving effect Form 10 has become effective or any supplement or amendment thereto or to any amendments thereofAdditional SEC Document has been filed, each of the issuance of any stop order in connection with the Spin-Off or of any request by the SEC or the New York Stock Exchange, Inc. for amendment of the Form 10 or any Additional SEC Document or comments thereon and responses thereto or requests by the SEC for additional information. (c) The information supplied by Parent and the Company for inclusion in the Form 10, or any Additional SEC Report filed pursuant Document, shall not, at (i) the time the Form 10 or such Additional SEC Document is declared effective, (ii) the time the Form 10 or such Additional SEC Document is first distributed to the Exchange Act did not stockholders of Parent and (iii) the time of the Spin-Off, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender If at any time prior to the date hereoftime of the Spin-Off, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment or a supplement to the Form 10 or any Additional SEC Document, Parent and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by Company shall promptly inform Rugby. All documents that the Borrower Company is responsible for filing with the SEC after in connection with the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and does not the Exchange Act. (d) The information supplied by Rugby or Rugby USA for inclusion in the Amendment, any further amendment or supplement to the Form 10 or any Additional SEC Document shall not, at (i) the time the Form 10 or such Additional SEC Document is declared effective, (ii) the time the Form 10 or such Additional SEC Document is first distributed to the stockholders of Parent and will not (iii) the time of the Spin-Off, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If, at any time prior to the time of the Spin-Off, any event or circumstance relating to Rugby USA or any Rugby USA Subsidiary, or their respective officers or directors, should be discovered by Rugby that should be set forth in an amendment or a supplement to the Form 10 or any Additional SEC Document, Rugby shall promptly inform Parent or the Company.

SEC Filings. Except as disclosed in the (a) The Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports reports, schedules, forms, statements and registration statements other documents required to be filed by it with under the SEC. As Exchange Act for the three (3)-year period preceding the date hereof (or such shorter period as the Company was required by Law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Filings”). (b) At the time of its filing date, and giving effect to any amendments thereof, each report filed or to the extent corrected by the Borrower with a subsequent filing, the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC Filings complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did 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 ▇▇▇▇-▇▇▇▇-▇▇▇▇\10 statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each registration statement and any amendment thereto filed by the Company during the three (3) year period preceding the date hereof pursuant to the Securities Act, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did 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 not misleading; and each prospectus filed during the three (3) year period preceding the date hereof pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did 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 the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed in (a) Parent has provided or made available to BBT and the Company SEC Reports (as defined below) BBT Shareholders copies of each of the periodic reports and in the registration statements other documents filed by the Borrower Parent with the United States Securities and Exchange Commission ("“SEC"”), the Borrower . Parent has filed all reports reports, documents and registration statements other information required of it to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectivelythe “PARENT SEC REPORTS”). The Parent SEC Reports were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Company “SECURITIES ACT”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports") and each registration . No statement or disclosure included in any of the Parent SEC Reports, documents or information filed by the Borrower Parent with the SEC complied includes any statement that, when made, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading. None of Parent’s subsidiaries is required to file any form, 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 Parent SEC Reports (the “PARENT FINANCIALS”), including any Parent SEC Reports filed after the date hereof until the Closing Date, (x) complies as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the published rules and regulations promulgated thereunder of the SEC with respect thereto, (y) was prepared in accordance with GAAP and (z) fairly presented the "Securities Act") consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As consolidated results of its filing date, operations for the periods indicated. (c) Parent has heretofore furnished to the Company a complete and giving effect to correct copy of any amendments thereofor modifications, each Company SEC Report filed pursuant to the Exchange Act did which have not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement yet been filed with the SECSEC but which are required to be filed, if applicableto agreements, and each documents or other registration statement instruments which previously had been filed by the Borrower Parent with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingExchange Act.

SEC Filings. Except as disclosed in the Company SEC Reports Financial Statements: ▇▇▇▇▇▇▇▇-▇▇▇▇▇. (as defined belowa) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has timely filed all reports prospectuses, registration statements, forms, reports, schedules, statements and registration statements other documents, including any exhibits thereto, required to be filed by it with the SEC. As of its filing dateSEC since formation, and giving effect to together with any amendments thereofamendments, each report filed by the Borrower with the SEC restatements or supplements thereto (collectively, the "Company “Parent SEC Reports") ”), and each registration statement will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto required to be filed by the Borrower it with the SEC complied as subsequent to form the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended, including and the rules and regulations promulgated thereunder and (ii) the "Securities Act") Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Securities Exchange Act of 1934Additional Parent SEC Reports will not, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act 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 therein not misleading, in the case of any Parent SEC Report or Additional Parent SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Parent SEC Report or Additional Parent SEC Report. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, Each director and any such amended or supplemented version executive officer of such registration statement Parent has filed with the SECSEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, if in each case, any notes thereto) contained or incorporated by reference in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, and each other registration statement filed by throughout the Borrower with periods indicated (except as may be indicated in the SEC after notes thereto or, in the date hereof pursuant to the Securities Act case of unaudited financial statements, as amended or supplemented, if applicable (as permitted by Form 10-Q of the date of any such registration statement and when any amendment becomes effectiveSEC); (ii) complies and complied or will comply comply, as to form applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and does not (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and will not contain cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Parent SEC Reports, none of Parent or any untrue statement Parent Subsidiary has any liability or obligation of a material fact nature (whether accrued, absolute, contingent or omit to state any material fact otherwise) required to be stated therein reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Section 6.7(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or necessary furnishes under the Exchange Act is recorded, processed, summarized and made known on a timely basis to make the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements therein for external purposes in accordance with GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not misleadingtaken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified, been made aware of, or received any written complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent or Parent Subsidiary, (ii) any fraud, whether or not material, that involves Parent’s management or other employees of Parent or any Parent Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or any Parent Subsidiary or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent and since January 1, 2022, none of the Parent SEC Reports filed on or prior to the date hereof has been or is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings. Except AQSP has filed with or furnished to, as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")applicable, the Borrower has filed SEC all reports registration statements, prospectuses, reports, schedules, forms, statements, and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 (the “AQSP SEC Documents”). True, correct, and complete copies of all the AQSP SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC. As of its their respective filing datedates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and giving effect to any amendments thereofproxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each report filed by of the Borrower with the AQSP SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form Documents conform in all material respects with the applicable requirements of the Securities Act of 1933Act, as amendedand the Exchange Act, including and the rules and regulations promulgated of the SEC thereunder applicable to such AQSP SEC Documents. None of the AQSP SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the "Securities Act") and the Securities Exchange Act of 1934date hereof, as amended, including of the rules and regulations promulgated thereunder (date of the "Exchange Act"last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except that AQSP makes no representation as to the Lender prior accuracy and completeness of its risk factors and other disclosures regarding the manufacture, sale, distribution or transport of CBD infused products. Except as disclosed in writing by AQSP, there are no outstanding or unresolved comments received from the SEC with respect to any of the AQSP SEC Documents, and to the date hereofKnowledge of AQSP, and none of the AQSP SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. None of AQSP’s Subsidiaries is required to file or furnish any such amended forms, reports, or supplemented version of such registration statement filed other documents with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Except as disclosed (a) Parent has delivered or made available to Seller (through reference to documents filed by EDGAR or otherwise) accurate and complete copies of all reports or reg▇▇▇▇▇tion statements filed by Parent with the SEC on or after September 26, 2001, all in the Company form so filed (as amended to date, the "Parent SEC Reports"). As of their respective filing dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the filing date of such amending or superseding filing), the Parent SEC Reports (as defined belowi) were prepared in accordance and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements required to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each Company such Parent SEC Report filed pursuant to the Exchange Act Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided except to the Lender extent corrected by a Parent SEC Report filed prior to the date hereofof this Agreement (a "Prior Parent SEC Report"). (b) Each of the consolidated financial statements (including, and in each case, any such amended or supplemented version of such registration statement related notes thereto) contained in Parent SEC Reports (the "Parent Financials"), including each Parent SEC Report filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to until the Securities Act Closing, as amended or supplementedof their respective filing dates, if applicable (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities Act SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis -39- throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and does not (iii) fairly presented the financial position of Parent as at the respective dates thereof and will the results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain any untrue statement of a material fact footnotes and were or omit are subject to state any material fact required to be stated therein or necessary to make the statements therein not misleadingnormal and recurring year-end adjustments.

SEC Filings. Except as disclosed in (a) The Offer shall be made pursuant to an offer to purchase (the Company SEC Reports (as defined below"OFFER TO PURCHASE") and related letter of transmittal in forms containing the registration statements filed by terms and conditions set forth in this Agreement. As soon as practicable on the Borrower date the Offer is commenced, the Parent shall file with the United States Securities and Exchange Commission (the "SEC")) a Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the Borrower has "SCHEDULE TO") with respect to the Offer that will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form that is filed in connection with the Offer and related transactions, are referred to collectively herein as the "OFFER DOCUMENTS"). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Parent and Merger Sub shall consider such comments in good faith. The Parent and Merger Sub agree to provide to the Company and its counsel any comments which the Parent, Merger Sub or their counsel may receive from the staff of the SEC with respect to the Offer Documents promptly after receipt thereof. The Company shall promptly supply to the Parent and Merger Sub in writing, for inclusion in the Offer Documents, all reports information concerning the Company or any of its affiliates required by law, rule or regulation to be included in the Offer Documents. The Parent, Merger Sub and registration statements required the Company agree to correct promptly any information provided by any of them for use in the Schedule TO or the Offer Documents which shall have become false or misleading in any material respect, and the Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC and the Offer Documents, as so corrected, to be disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. (collectivelyb) The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the "Company SEC ReportsSCHEDULE 14D-9") and each registration statement filed by containing the Borrower recommendation of the Company Board described in Section 1.3(a) (subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with the SEC complied terms of this Agreement) which will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Act federal securities laws. The Company will cause the Schedule 14D-9 to be filed on the same date that the Schedule TO is filed. The Parent and Merger Sub will cooperate with the Company in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the stockholders of 1933the Company. The Parent and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company agrees to provide to the Parent and Merger Sub and their counsel any comments which the Company or its counsel may receive from the staff of the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. The Parent and Merger Sub will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning the Parent and Merger Sub or any of their affiliates required by law, rule or regulation to be included in the Schedule 14D-9. The Company, the Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as amendedso corrected to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. The Parent, Merger Sub and the Company each hereby agree to provide promptly such information necessary to the preparation of the exhibits and schedules to the Schedule TO, the Schedule 14D-9 and the Offer Documents which the respective party responsible therefor shall reasonably request. (c) Each party hereto shall file all written communications, including the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed first public announcement issued pursuant to Section 1.1(a)(i) above in connection with the Exchange Act did execution of this Agreement, that are made public or otherwise supplied to Persons (as defined below) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided parties to the Lender transactions contemplated hereby, with the SEC on or prior to the date hereof, and any the communication is first used. All such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will communications shall comply as to form and content, including bearing the appropriate legends, in all material respects with the applicable requirements provisions of the Securities Act federal securities laws. Each party agrees that, prior to any such filing or use of written communications, such party will provide the other party and does not their counsel the opportunity to review and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingcomment on such communications and filings.

SEC Filings. Except as disclosed in (a) Parent has timely filed with or otherwise furnished to the Company SEC Reports (as defined below) all forms, reports, schedules, statements and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed or furnished by it with the SEC. As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectively, the "Company SEC Reports") and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act") and under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”) since January 1, 2014 together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (these documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). Parent has delivered or made available to the Company (including through the SEC ▇▇▇▇▇ system) accurate and complete copies of the Parent SEC Documents. (b) As of their respective filing dates, the Parent SEC Documents and all Parent SEC Documents filed after the date hereof but before the Closing complied (or, if filed after the date hereof and before the Closing, will) comply in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (of the "Exchange Act")SEC thereunder, as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company none of the Parent SEC Report filed pursuant to the Exchange Act did not Documents contained or will contain any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances in which they were made, not misleading, except to the extent such Parent SEC Documents have been corrected, updated or superseded by a document subsequently filed with or furnished to the SEC. The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the Exchange Act) and present fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries at the dates thereof and the consolidated results of its operations, changes in shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end adjustments).

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC"), the Borrower Parent has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since January 1, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC (collectivelytheir respective dates, the "Company Parent SEC Reports"Reports (i) were prepared in accordance and each registration statement filed by the Borrower with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, including or the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect the rules and regulations of the SEC thereunder applicable to any amendments thereof, each Company such Parent SEC Report Reports and (ii) did not at the time they were filed pursuant (or if amended or superseded by a filing prior to the Exchange Act did not date of this Agreement then on the date of such amended or superceding filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4None of Parent’s Subsidiaries is required to file any forms, 2003 provided reports or other documents with the SEC. Parent has previously furnished to the Lender prior to the date hereofCompany a complete and correct copy of any amendments or modifications, and any such amended or supplemented version of such registration statement which have not yet been filed with the SECSEC but which are required to be filed, if applicableto agreements, and each documents or other registration statement instruments which previously had been filed by the Borrower Parent with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as the Exchange Act. Parent has responded to all comment letters of the date staff of the SEC relating to Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, including all SEC comment letters and responses to such registration statement comment letters by or on behalf of Parent. To Parent’s Knowledge, none of Parent’s SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Parent and, to the Parent’s Knowledge, each of its officers and when any amendment becomes effective) complies directors are in compliance with, and will comply as to form have complied, in each case in all material respects with (i) the applicable requirements provisions of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and does not the related rules and will not contain any untrue statement regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of a material fact NYSE. Each required form, report and document containing financial statements that has been filed with or omit submitted to state any material fact the SEC by Parent was accompanied by the certifications required to be stated therein filed or necessary submitted by Parent’s chief executive officer and/or chief financial officer, as required, pursuant to make the statements therein not misleading▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Parent nor, to Parent’s Knowledge, any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) and in the registration statements SPAC has timely filed by the Borrower with the United States Securities and Exchange Commission ("SEC")or furnished all statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to applicable Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “SPAC SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to applicable Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional SPAC SEC Reports”). (b) Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional SPAC SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects respects, with the applicable requirements of the applicable Securities Act of 1933Laws (including, as amendedapplicable, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder thereunder) applicable to the SPAC SEC Reports or the Additional SPAC SEC Reports (for purposes of the "Securities Act"Additional SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). (c) As of their respective dates of filing, the SPAC SEC Reports did not, and the Securities Exchange Act of 1934Additional SPAC SEC Reports will not, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (other than with respect to all information supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). 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 SPAC SEC Reports.

SEC Filings. Except as disclosed for the quarterly reports on Form 10-Q for the periods ended June 30, 2023 and September 30, 2023, SPAC has timely filed or furnished, in the Company SEC Reports (as defined below) and in the registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")all material respects, the Borrower has filed all statements, forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “SPAC SEC Reports") ”), and each registration statement will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied as to form in all material respects respects, and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities Act of 1933Laws (including, as amendedapplicable, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder (thereunder) applicable to the "Securities Act") SPAC SEC Reports or the Additional SPAC SEC Reports; provided that, for purposes of the Additional SPAC SEC Reports, the representation and warranty in this sentence is subject to the Securities Exchange Act representation and warranty set forth in Section 3.23 being true and correct in all respects with respect to all information supplied by or on behalf of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beCompany expressly for inclusion or incorporation by reference therein. As of its filing datetheir respective dates of filing, and giving effect to any amendments thereof, each Company the SPAC SEC Report filed pursuant to the Exchange Act Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. 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 SPAC SEC Reports.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the Acquiror has timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to the Securities Act or the Exchange Act since September 15, 2016 and made publicly available at least two (2) Business Days prior to the date of this Agreement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “Acquiror SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement through the Closing with the SEC complied pursuant to the Securities Act or the Exchange Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as to form they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statements and the Registration Statement, the “Additional Acquiror SEC Reports”). Each of the Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (applicable to the "Securities Act") and Acquiror SEC Reports or the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAdditional Acquiror SEC Reports. As of its filing datetheir respective dates of filing, the Acquiror SEC Reports did not, and giving effect to any amendments thereofthe Additional Acquiror SEC Reports will not, each Company SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Reports. To the Knowledge of Acquiror, none of the Acquiror SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Acquiror SEC Reports are, and with respect to the Additional Acquiror SEC Reports will be, each true and correct in all material respects. Except as disclosed in the Acquiror SEC Reports, to the Knowledge of Acquiror, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined below) and in the HYAC has timely filed or furnished all statements, prospectuses, registration statements filed by the Borrower with the United States Securities and Exchange Commission ("SEC")statements, the Borrower has filed all forms, reports and registration statements documents required to be filed or furnished by it with prior to the SEC. As date of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation and made publicly available no later than one day prior to the date of this Agreement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the "Company time of filing, the “HYAC SEC Reports") ”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and each registration statement other documents required to be filed or furnished by it subsequent to the Borrower date of this Agreement through the Closing with the SEC complied pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as to form they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional HYAC SEC Reports”). Each of the HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial Table of Contents filing, complied, and each of the Additional HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, for the avoidance of doubt, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended, including the and any rules and regulations promulgated thereunder (thereunder) applicable to the "Securities Act") and HYAC SEC Reports or the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may beAdditional HYAC SEC Reports. As of its filing datetheir respective dates of filing, and giving effect the HYAC SEC 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 to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. Assuming that any amendments thereof, each Company SEC Report filed pursuant information furnished to HYAC by or on behalf of the Sellers in respect of the Group Companies or Holding Companies prior to the Exchange Act did Closing expressly for use in the Additional HYAC SEC Reports does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4, 2003 provided to the Lender prior to the date hereof, and any such amended or supplemented version of such registration statement filed with the SEC, if applicable, and each other registration statement filed by the Borrower with the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable (as of the date of any such registration statement and when any amendment becomes effective) complies and will comply as to form in all material respects with the applicable requirements of the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading, as of their respective dates of filing, the Additional HYAC SEC Reports will meet the same standard. 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 HYAC SEC Reports. To the knowledge of HYAC, none of the HYAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the HYAC SEC Reports are, and with respect to the Additional HYAC SEC Reports will be, each true and correct in all material respects. Except as disclosed in the HYAC SEC Reports, to the knowledge of HYAC, each director and executive officer of HYAC has filed with the SEC on a timely basis all statements required with respect to HYAC by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings. Except as disclosed in the Company SEC Reports (as defined belowa) Parent has timely filed and in the registration statements filed by the Borrower furnished with the United States Securities SEC all forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and Exchange Commission ("SEC"), the Borrower has filed all reports and registration statements other documents required to be filed by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed or furnished on a voluntary basis on Form 8-K by Parent with the SEC since such date are herein collectively referred to as the "SEC Filings." Copies of all SEC Filings are publicly available on E▇▇▇▇. To the extent that any SEC Filing available on E▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such SEC Filing that it has so filed or furnished with the SEC. As Each of its filing date, and giving effect to any amendments thereof, each report filed by the Borrower with the SEC Filings, at the time filed, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (collectivelyand, in the "Company SEC Reports") case of registration statements and each registration statement filed by proxy statements, on the Borrower with dates of effectiveness and the SEC dates of the relevant meetings, respectively), complied as to form in all material respects with the applicable requirements of federal securities laws. None of the Securities Act of 1933SEC Filings, including any financial statements, schedules or exhibits included or incorporated by reference therein, at the time filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as amended, including of the rules and regulations promulgated thereunder (date of the "Securities Act") and the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder (the "Exchange Act"last such amendment or superseding filing), as the case may be. As of its filing date, and giving effect to any amendments thereof, each Company SEC Report filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading. The Borrower's draft registration statement on Form S-1 dated August 4All Parent Material Contracts have been included in the SEC Filings, 2003 provided except for those contracts not required to be filed pursuant to the Lender prior rules and regulations of the SEC. None of Parent's Subsidiaries is required to the date hereoffile or furnish any forms, and any such amended reports, or supplemented version of such registration statement filed other documents with the SEC. (b) Each of the consolidated financial statements (including, if applicablein each case, all related notes and schedules) of Parent included or incorporated by reference in (a) Parent's annual report on Form 10-K filed December 22, 2020, for the fiscal year ended September 30, 2020 (including the notes thereto), and each other registration statement filed by (b) Parent's quarterly report on Form 10-Q for the Borrower with period ended March 31, 2021 (collectively, the SEC after the date hereof pursuant to the Securities Act , as amended or supplemented, if applicable "Parent Financial Statements"): (as of the date of any such registration statement and when any amendment becomes effectivei) complies and will comply complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved; and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Parent (including any employee thereof) has not received written notice from Parent's independent auditors that Parent's independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. Since October 1, 2020, Parent has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any material complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (d) The audited balance sheet of Parent dated as of September 30, 2020, contained in the SEC Filings filed prior to the date hereof is hereinafter referred to as the "Parent Balance Sheet." Neither Parent nor any of its Subsidiaries has any Liabilities that are required by GAAP to be included on a consolidated balance sheet of Parent other than Liabilities that: (i) are reflected or reserved against in the Parent Balance Sheet (including in the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of business, including any Parent COVID Actions; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (f) As of the date hereof, there are no outstanding or unresolved SEC comments from the SEC with respect to the SEC Filings. To Parent's Knowledge, none of the SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (g) Since October 1, 2019, each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and does not Sections 302 and will not contain any untrue statement 906 of a material fact or omit the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to state any material fact required to be stated therein or necessary to make the SEC Filings, and the statements therein not misleadingcontained in such certifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.