Common use of SEC Filings Clause in Contracts

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. (a) The Company has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and 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 since June 16December 31, 2017 2016 (collectively, the “Company SEC Documents”). True, correct, and complete copies . (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the 0000 Xxx) 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 (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)this Agreement, each of the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable requirements of the Securities 1934 Act and the 1933 Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents and in effect at the time it was filed 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 it was so filed. None . (c) As of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingfiling with respect to the disclosures that are amended), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. Except as set forth in Section 3.04(a. (d) As of the Company Disclosure Letterdate of this Agreement, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the Knowledge Company SEC Documents and (ii) to the knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of an ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any review. (e) No Subsidiary of the Company SEC Documents. None is subject to the periodic reporting requirements of the Company’s Subsidiaries 1934 Act or is otherwise required to file or furnish any periodic forms, reports, schedules, statements or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has XXXX has, as of the date hereof, timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement 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 time of filing, the “ARYA 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 ARYA SEC Reports”), in each case, after giving effect to any applicable grace periods. Each of the ARYA SEC Reports, as of their respective dates of filing, or as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Additional ARYA SEC Documents complied 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 ActLaws (including, the Exchange Actas applicable, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.any

SEC Filings. The Company Giga has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16August 1, 2017 2018 (the “Company Giga SEC Documents”). True, correct, and complete copies of all Company Giga SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company Giga SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company Giga has made available to Parent BitNile the full text of all such Company Giga SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementEffective Date, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Giga SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Giga SEC Documents on the date it was filedDocuments. None of the Company Giga 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 date of this AgreementEffective Date, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the CompanyGiga, none of the Company Giga SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there investigation. There are no outstanding or unresolved comments received from the SEC with respect to any of the Company Giga SEC Documents. None of the CompanyGiga’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company SPAC has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16March 10, 2017 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, including all exhibits and schedules and documents incorporated by reference therein, the “Company SPAC SEC DocumentsFilings”). TrueEach of the SPAC SEC Filings, correctas of the respective date of its filing, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andany amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes‑Oxley Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SPAC SEC Documents on the date it was filedFiling. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), none of the SPAC SEC Filings contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to SPAC SEC Filings. To the Knowledge knowledge of the CompanySPAC, none of the Company SPAC SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company Hightimes has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2018 (the “Company Hightimes 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company Hightimes has made available to Parent the full text of Enterprises all such Company Hightimes SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company Hightimes SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Hightimes SEC Documents on the date it was filedDocuments. None of the Company Hightimes SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries Hightimes’ direct or indirect Seller is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of SEC. Hightimes has never been a “shell company” as such term is defined in Rule 144 under the Exchange US Securities Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16January 1, 2017 2019, (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2007. 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 the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). True.” As of their respective dates, correct, and complete copies of all the Company SEC Documents are publicly available (i) were prepared in the Electronic Data Gathering, Analysisaccordance with, and Retrieval database complied in all material respects with, the requirements of the SEC Securities Act of 1933, as amended (the “XXXXXSecurities Act”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available Exchange Act, or the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to Parent the full text of all such Company SEC Documents that it has so and (ii) did not at the time they were filed (or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”filing), and the rules and regulations of the SEC thereunder applicable to each such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were Document filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof will not, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC. The Company has made available to 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 pursuant but which are required to Section 13 be filed, to 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 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, 2007, including all SEC comment letters and written responses to such comment letters by or 15 on behalf of the Company. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Documents are 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 ActAct or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents and, at the time of filing or submission of such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act of 2002. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings. The Company Acquirer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2011 (the “Company Acquirer 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company The Acquirer has made available to Parent the full text of Target all such Company Acquirer SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company Acquirer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Acquirer SEC Documents on the date it was filedDocuments. None of the Company Acquirer SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the CompanyAcquirer’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The consolidated financial statements contained in each report, registration statement and definitive proxy statement filed by the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16(all documents filed with the SEC, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness ) and the dates of the relevant meetings, respectively), each of the Company SEC Documents Private Placement Documents: (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the published rules and regulations of the SEC thereunder applicable to such Company SEC Documents on thereto; (ii) the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference information contained therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any respective dates thereof was accurate and complete and did not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading; (iii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 financial statements included in the Company SEC Documents. None , neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to May 31, 2017, and liabilities of the Company’s Subsidiaries is type not required under generally accepted accounting principles to file be reflected in such financial statements. Such liabilities incurred subsequent to May 31, 2017, are not, in the aggregate, material to the financial condition or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 operating results of the Exchange ActCompany and its subsidiaries, taken as a whole.

SEC Filings. The Company Endwave has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statementsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished under the Exchange Act prior to the date hereof by it with the SEC since June 16January 1, 2017 2009 (the forms, documents, statements and reports filed with the SEC since January 1, 2009, including any amendments thereto, the “Company Endwave SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (andprior to the date hereof, in the case of registration statements Endwave SEC Reports complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Endwave SEC Documents complied as Reports filed subsequent to form the Agreement Date will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including Act, as the case may be, and the applicable rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations . As of the SEC thereunder applicable to such Company SEC Documents on time of filing with the date it was filed. None SEC, none of the Company Endwave SEC Documents, including any financial statements, schedules, Reports so filed or exhibits included or incorporated by reference therein at the time they were that will be filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date contained or will contain, as of the date of the last such amendment or superseding filing)case may be, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of extent that the Company, none of the Company information in such Endwave SEC Documents Report has been amended or superseded by a later Endwave SEC Report filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acthereof.

SEC Filings. The (a) Since October 1, 2011, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC since June 16October 1, 2017 (2011, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). TrueNone of the Company Subsidiaries is currently or has, correctsince becoming a Company Subsidiary been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andamendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as (or with respect to form Company SEC Documents filed or furnished after the date of this Agreement, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, filed 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 furnished after the date of this Agreement, as of the date of the last such amendment or superseding filing), contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure Letterdate of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actcomment.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with filed, or furnished towill file, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 12(b), 13(a) or furnished by it with 15(d) thereof, since the SEC since June 16, 2017 (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 beginning of the Company’s 2017 fiscal year, on a timely basis or has received a valid extension of such time of filing and has filed any such SEC (“XXXXX”). To Filings prior to the extent that expiration of any Company SEC Document available on XXXXX 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 SECextension. As of their respective filing dates ordates, if amended the SEC Filings complied, or superseded by a subsequent filing prior to the date of this Agreementwill comply, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)as applicable, and the rules and regulations none of the SEC thereunder applicable to such Company SEC Documents on the date it was Filings, when filed. None of the Company SEC Documents, including any financial statements, schedulescontained, or exhibits included or incorporated by reference therein at the time they were filed (orwill contain, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is engaged in all material respects only in the business described in the SEC Filings. The financial statements included in the SEC Filings present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case of unaudited financial statements to normal, immaterial year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements, except as permitted by Form 10-Q under the Exchange Act). Except as set forth in Section 3.04(a) the financial statements of the Company Disclosure Letter, to included in the Knowledge of the Company, none of the Company SEC Documents Filings filed on or prior to the date of this Agreement 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 hereof, the Company SEC Documents. None has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the Company’s Subsidiaries is required date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acthave a Material Adverse Effect.

SEC Filings. The Except as set forth on Section 4.8 of the Company Disclosure Letter, the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16the January 1, 2017 2020, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing, the “Company SEC DocumentsFilings”). TrueEach of the Company SEC Filings, correctas of the respective date of its filing, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andany amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, Filings. As of the respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Company SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth As of the date hereof, there are no outstanding or unresolved comments in Section 3.04(a) comment letters received from the SEC with respect to the Company SEC Filings. To the knowledge of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC Securities and Exchange Commission (the "SEC") all registration statements, prospectuses, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2002 (the “Company "SEC Documents”Filings") under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). True, correct, and complete copies of all Company The SEC Documents are publicly available Filings were prepared in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementaccordance and, as of the date of on which each such SEC Filing was filed with the last such amendment or superseding filing (andSEC, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedcase may be. None of the Company such SEC DocumentsFilings, including including, without limitation, any financial statements, schedulesexhibits or schedules included therein or documents incorporated therein by reference, or exhibits included or incorporated by reference therein at the time they were filed (orfiled, if amended declared effective or superseded by a subsequent filing prior to the date of this Agreementmailed, as of the date of the last such amendment or superseding filing)case may be, contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth to the extent information contained in Section 3.04(a) any of the Company Disclosure LetterSEC Filings has been revised, to the Knowledge corrected, superseded or updated by a later filing of the Companyany such form, report or document, none of the Company SEC Documents filed on Filings currently contains an untrue statement of a material fact or prior omits to state a material fact required to be stated therein or necessary in order to make the date of this Agreement 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 statements therein, in light of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any formscircumstances under which they were made, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actnot misleading.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16September 30, 2017 (2005. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates or, if amended or superseded by a subsequent filing supplemented prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)supplement, each of the Company SEC Documents Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were such Company SEC Report was filed (oror became effective in the case of a registration statement), or if amended amended, supplemented or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such superseding filing, amendment or superseding filing)supplement, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC. The Company has not prepared any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to Section 13 the Securities Act or 15 of the Exchange Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with under the SEC Exchange Act or the Securities Act since June 16December 29, 2017 2008 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 SEC. As of the Exchange Actdate hereof, to the Knowledge of the Company, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2013 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time 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 . Except as set forth in Section 3.04(aThe Company has made available to Parent copies of all comment letters received by the Company (if any) from the SEC since January 1, 2016 relating to the Company SEC Documents, together with all written responses of the Company Disclosure Letter, to thereto. There are no outstanding or unresolved comments in any such comment 26995100v.1 letters received by the Knowledge of Company from the SEC. To the Company’s Knowledge, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of any ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from by the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16, 2017 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant and neither the Company nor any of its Subsidiaries is required to Section 13 file or 15 furnish any forms, reports, or other documents with any securities regulation (or similar) regime of the Exchange Acta non-United States Governmental Authority.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 165, 2017 2020 (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 (“XXXXXEXXXX”). To the extent that any Company SEC Document available on XXXXX EXXXX 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. The Company has heretofore furnished to the Parent, true and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents, and other instruments that previously had been filed by the Company with the SEC and are currently in effect. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries The Company is not required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 any securities regulation (or 15 similar) regime of the Exchange Acta non-United States Governmental Entity.

SEC Filings. The (a) Since January 1, 2004, the Company has filed on a timely filed with or furnished to, as applicable, the SEC basis all registration statementsreports, prospectuses, reportsforms, schedules, forms, proxy statements, registration statements and other similar documents (including exhibits and all other information incorporated by reference) required to be so filed or furnished by it with the SEC since June 16(collectively, 2017 (and to the extent publicly available, the “Company SEC DocumentsReports”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database No Subsidiary of the SEC (“XXXXX”). To the extent that Company is required to file any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment report, prospectus, form, schedule, proxy statement, registration statement 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 other similar documents with the SEC. As A true and complete copy of each of the Company SEC Reports filed prior to the date hereof has been made available to the Purchaser prior to the date hereof. (b) All Company SEC Reports, as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, (and as of the date of any amendment to the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyrespective Company SEC Reports), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. . (c) None of the Company SEC Documents, Reports (including any exhibits and financial statements, schedules, or exhibits statements included or incorporated by reference therein at therein), as of their respective filing dates (with respect to filings made under the time they were filed Exchange Act) or as of the respective dates upon which such filing became effective (orwith respect to filings made under the Securities Act), (and, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of then on the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (d) Each of the principal executive officer of the Company Disclosure Letterand the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports, and to the knowledge of the signatories thereof, the statements contained in such certifications are true and correct. For purposes of this Section 3.6(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (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 unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(A) of Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other of the Company SEC Reports. (f) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(F) and 15d-15(F) under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of its financial reporting and preparation of financial statements for external purposes in accordance with GAAP. The Company’s management has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company’s board of directors (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A copy of any such disclosures made by the Company’s management to the Company’s outside auditors and the audit committee have been previously provided to the Purchaser. (g) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(E) and 15d-15(E) under the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (h) Since January 1, 2004, to the Knowledge of the CompanyCompany (i) neither the Company nor any of its Subsidiaries nor any director, none officer, employee, auditor, accountant or representative of the Company SEC Documents filed on or prior to 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 fraud in the date of this Agreement is the subject of ongoing SEC review accounting or outstanding SEC investigation and there are no outstanding auditing practices, procedures, methodologies or unresolved comments received from the SEC with respect to any methods of the Company SEC Documents. None or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in inappropriate accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws or a violation of federal laws relating to fraud against shareholders by the Company or any of its officers, directors, employees or agents to the Company’s board of directors (or any committee thereof) or to any director or officer of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with to the SEC pursuant to Section 13 general counsel or 15 equivalent officer of the Exchange ActCompany.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16October 1, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 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 the Company may file subsequent to the date hereof), are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates ordates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, or the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC. The Company has Made Available to 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 pursuant but which are required to Section 13 be filed, to 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 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 comment letters by or 15 on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents are 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.Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and

SEC Filings. The Company (a) Parent has timely filed with or furnished toto the SEC, as applicableand has made available to the Company, the SEC all registration statementsforms, prospectusesexhibits, reports, statements, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the 1934 Act since June 16March 31, 2017 2003 and its proxy statement and related materials as required by Regulation 14A under the 1934 Act for the annual meeting of stockholders for the fiscal year ended December 31, 2002 (the documents referred to in this Section 5.05, collectively, the “Company Parent 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 . (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. b) As of their respective its filing dates or, if amended date or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing furnishing (and, in the case of registration statements and a proxy statementsstatement, on the dates date of effectiveness and the dates of the relevant meetings, respectivelymailing), each of the Company Parent SEC Documents Document (including, without limitation, any financial statements or schedules included therein) complied as to form in all material respects with the applicable requirements of the Securities 1934 Act. (c) As of its filing date or date of furnishing (and, in the Exchange Actcase of a proxy statement, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company mailing), each Parent SEC DocumentsDocument (including, including without limitation, any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained therein) did not contain any untrue statement of a material fact or omitted omit to state a 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. Except as set forth in Section 3.04(a. (d) The financial statements (including the related notes) of Parent included in the Company Disclosure LetterParent SEC Documents were prepared in accordance with GAAP during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject in the case of unaudited statements to normal, to recurring and year-end audit adjustments) in all material respects the Knowledge consolidated financial position of Parent as of the Company, none dates thereof and the consolidated results of its operations and cash flows for the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actperiods indicated.

SEC Filings. (a) The Company has timely filed made available to Parent through the Company’s filings with the SEC, complete and correct copies of (i) the Company’s annual reports on Form 10-K for its fiscal years ended December 31, 2006 and 2005, (ii) its proxy or furnished toinformation statements relating to meetings of the stockholders of the Company since January 1, as applicable2005, the SEC and (iv) all registration statements, prospectuses, of its other reports, schedules, forms, statements, schedules and other documents (including exhibits and all other information incorporated by reference) required to be registration statements filed or furnished by it with the SEC since June 16January 1, 2017 2005 (the documents referred to in this Section 5.07(a), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available . (b) Except as set forth in the Electronic Data Gathering, Analysis, and Retrieval database Section 5.07(b) of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwiseDisclosure Schedule, since January 1, 2005, the Company has made available filed with or furnished to Parent the full text of all such Company SEC Documents that it has so each report, statement, schedule, form or other document or filing required by Applicable Law to be filed or furnished with by the SEC. Company at or prior to the time so required. (c) As of their respective its filing dates date (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Company SEC Documents complied Offer will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, as the Exchange Act, and the Xxxxxxxx-Xxxxx Act case may be. (d) As of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the its filing date it was filed. 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 date hereof, on the date of this Agreementsuch filing), each Company SEC Document filed pursuant to the 1934 Act, as amended or supplemented, if applicable, as of the date of such filing or amendment, did not, and each such Company SEC Document filed subsequent to the last such amendment or superseding filing)date hereof and prior to the consummation of the Offer will not, contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except Each Company SEC Document that is a registration statement, as set forth in Section 3.04(a) amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not, and each such Company Disclosure Letter, SEC Document filed subsequent to the Knowledge of the Company, none of the Company SEC Documents filed on or date hereof and prior to the date of this Agreement 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 consummation of the Company SEC Documents. None Offer 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 the light of the Company’s Subsidiaries is required to file or furnish any formscircumstances under which they were made, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actnot misleading.

SEC Filings. The Company NPS has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC and Canadian Securities regulatory authorities since June 16January 1, 2017 (the “Company SEC Documents”)2000. 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company NPS has made available to Parent the full text of Enzon all such Company SEC Documents that it has so registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed or furnished with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that NPS may file subsequent to the date hereof), as amended, are referred to herein as the “NPS SEC Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing NPS SEC Reports (and, i) were prepared in the case of registration statements accordance and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of promulgated thereunder by the SEC thereunder applicable to such Company NPS SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of the Company, none of the Company SEC Documents filed on or extent corrected prior to the date of this Agreement is the subject of ongoing hereof by a subsequently filed NPS SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC DocumentsReport. None of the CompanyNPS’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company Since January 1, 2020, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 (the “Company Parent SEC Documents”). True, correct, and complete copies of all Company Parent SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“on XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents on the date it was filed. None of the Company 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the CompanyParent, none of the Company Parent SEC Documents filed on or prior to the date of this Agreement 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 Company Parent SEC Documents. None of the CompanyParent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by referencea) required to be filed or furnished by it with the SEC since June 16, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, the Company has timely filed, and as of the date of Closing Date, the last such amendment or superseding filing (andCompany will have timely filed, in the case of registration statements and proxy all forms, reports, schedules, declarations, statements, on applications and other documents required to be filed with the dates of effectiveness SEC pursuant to the Securities Act and the dates of Exchange Act since December 31, 2004 (collectively, the relevant meetings“SEC Filings”). Each SEC Filing, respectively)when filed, each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActAct and other applicable federal securities laws as in effect on the date so filed. As of the date filed and as of the Closing Date, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, Filings (including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingtherein), contained or will contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (b) Each of the Company Disclosure Letteraudited and unaudited financial statements (including any related notes) included in the SEC Filings, to when filed, complied in all material respects with all applicable accounting requirements and with the Knowledge published rules and regulations of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 thereto, has been prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q and Regulation S-X) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and, when filed, fairly presented in all material respects the consolidated financial position of the Company SEC Documents. None and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the Company’s Subsidiaries is required periods indicated therein (subject, in the case of unaudited quarterly financial statements, to file or furnish any formsnormal year-end audit adjustments, reports, or other documents with the SEC pursuant which were not and are not expected to Section 13 or 15 of the Exchange Actbe material in amount).

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements(a) All required reports, prospectuses, reportsforms, schedules, forms, statements, and other documents (including exhibits and all other information incorporated proxy statements or registration statements filed by reference) required to be filed the Company or furnished by it any of its Subsidiaries with the SEC since June 16, 2017 (in the past three years are collectively referred to herein as the “Company SEC DocumentsReports”). True, correct, A true and complete copies copy of all each of the Company SEC Documents are publicly available in Reports filed prior to the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company date hereof has been made available to Parent the full text Purchaser prior to the date hereof. No Subsidiary of all such the Company SEC Documents that it has so filed is required to file any report, prospectus, form, schedule, proxy statement or furnished registration statement with the SEC. As . (b) All Company SEC Reports, as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, (and as of the date of any amendment to the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyrespective Company SEC Reports), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. . (c) None of the Company SEC Documents, Reports (including any financial statements, schedules, or exhibits statements included or incorporated by reference therein at therein), as of their respective filing dates (with respect to filings made under the time they were filed Exchange Act ) or as of the respective dates upon which such filing became effective (orwith respect to filings made under the Securities Act), (and, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of then on the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including all exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2019 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC and the Company Disclosure Letterand any of its Subsidiaries occurring since January 1, 2019 and prior to the date of this Agreement. To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. As of the date hereof, the Company has not received written notice of any pending or ongoing SEC review or investigation, or any outstanding or unresolved comments, received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 Securities and Exchange Commission (the “Company SEC Documents”"SEC") under the Securities Act of 1933, as amended (the "Securities Act"). True, correct, and complete copies the Securities Exchange Act of all Company SEC Documents are publicly available in 1934, as amended (the Electronic Data Gathering"Exchange Act"), Analysis, and Retrieval database of since the SEC (“XXXXX”). To the extent that any Company SEC Document available date on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, which the Company has made available became subject to Parent such requirements (the full text of all such Company "SEC Documents that it has so filed or furnished with the SECFilings"). As of their respective its filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)date, each of the Company SEC Documents Filing filed (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)as applicable, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documentsand (ii) did not, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were it was filed (orand at the effective date thereof, if amended or superseded by in the case of a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingregistration statement), contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Filing has been revised, corrected or superseded by a later filed SEC Filing, as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Companydate hereof, none of the Company SEC Documents filed on Filings contains any untrue statement of a material fact or prior omits to state any material fact required to be stated therein or necessary to make the date statements therein, in light of this Agreement 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 circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the SEC Documents. None Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Company’s Subsidiaries is required to file SEC and with generally accepted accounting principles (except, in the case of 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 in the notes thereto). Each of the consolidated balance sheets included in or furnish any forms, reports, or other documents with incorporated by reference into the SEC pursuant to Section 13 or 15 Filings (including any related notes and schedules) fairly presents in all material respects the consolidated financial position of the Exchange ActCompany and its subsidiaries as of its date and each of the consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into the SEC Filings (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and the absence of footnotes), in each case in accordance with generally accepted accounting principles.

SEC Filings. The (a) the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesrequired forms, reports, statements, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 (2002 and has, prior to the “Company SEC Documents”). Truedate hereof, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment delivered or otherwise, the Company has made available to Parent (i) the full text Company's annual report on Form 10-K for its fiscal year ended December 31, 2002, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Company held since December 31, 2002, and (iv) all of its other forms, reports, statements, schedules, registration statements and other documents filed with the SEC since December 31, 2002 (the documents referred to in this Section 5.08(a) collectively with any other forms, reports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof, the "COMPANY SEC DOCUMENTS".) (b) As of its filing date, each Company SEC Document complied, and each such Company SEC Documents that it has so Document filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof will comply, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, as the Exchange Act, and the Xxxxxxxx-Xxxxx Act case may be. (c) As of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the its filing date it was filed. 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 date of this Agreementhereof, as of on the date of the last such amendment or superseding filing), contained each Company SEC Document filed pursuant to the 1934 Act did not, and each such Company SEC Document filed subsequent to the date hereof on the date of its filing will not, contain any untrue statement of a material fact or omitted omit to state a 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. Except . (d) Each Company SEC Document that is a registration statement, as set forth in Section 3.04(a) amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the Company Disclosure Letterdate such registration statement or amendment 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) Each required form, report and document containing financial statements that has been filed with or submitted to the Knowledge of SEC by the Company since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company, none of the Company SEC Documents filed on or prior 's chief executive officer and chief financial officer pursuant to the date Sarbanes-Oxley Act and, at the time of this Agreement is the subject filing or submission of ongoing SEC review or outstanding SEC investigation each suxx xxxxxxxxxxxon, such certification was true and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents accurate and complied with the SEC pursuant to Section 13 or 15 of the Exchange Sarbanes-Oxley Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 Securities and Exchange Commission (the “Company SEC Documents”)"SEC") since January 1, 2000. 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed or furnished with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the "COMPANY SEC Reports." As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 1933, as amended (including together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”"SECURITIES ACT"), or the Securities and Exchange Act of 1934, as amended (together with the rules and regulations of thereunder, the SEC thereunder "EXCHANGE ACT"), as the case may be, applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of the Company, none of the Company SEC Documents filed on or extent corrected prior to the date of this Agreement 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 hereof by a subsequently filed Company SEC DocumentsReport. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with since December 31, 2000. Prior to the SEC since June 16, 2017 (the “Company SEC Documents”). True, correct, and complete copies date of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwisethis Agreement, the Company has made available to Parent all of its forms, reports, schedules, statements, registration statements and other documents filed by the full text Company with the SEC since December 31, 2000 and prior to the date of this Agreement (the documents referred to in this Section 4.07(a), together with all such exhibits, schedules and amendments thereto and any other filings made with the SEC subsequent to the date of this Agreement, the "Company SEC Documents that it has so filed Documents"). No subsidiary of the Company is required to file any form, report or furnished other document with the SEC. . (b) As of their respective its filing dates date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of Company SEC Document filed by the Company with the SEC Documents complied prior to the date of this Agreement complied, and each Company SEC Document filed by the Company with the SEC subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, as the Exchange Act, and the Xxxxxxxx-Xxxxx Act case may be. (c) As of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the its filing date it was filed. 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 date of this Agreement, as of on the date of the last such amendment or superseding filing), contained each Company SEC Document filed by the Company with the SEC prior to the date of this Agreement pursuant to the 1934 Act did not, and each Company SEC Document filed by the Company with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a 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. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company Buyer and, to Buyer's knowledge, each of its current stockholders has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16May 29, 2017 2003 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyREPORTS"), each of the Company SEC Documents which has complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the Exchange Act"SECURITIES ACT"), and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005, none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC DocumentsReports (including, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were therein) contained when filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) The principal executive officer of the Company Disclosure Letter, to and the Knowledge principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, none as applicable) has made the certifications required by Sections 302 and 906 of the Company SEC Documents filed on or prior to Sarbanes-Oxley Act of 2002 (the date "SARBANES-OXLEY ACT") xxx xxx xxxxs and regulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC xxx XXX xxxxeunder with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC 's filings pursuant to Section 13 or 15 of the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings. The Company AXENT has timely filed with or furnished to, as applicable, the SEC Securities and Exchange Commission (the "SEC") all registration statements, prospectusesrequired forms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC (collectively, all such forms, reports, registration statements and documents filed since June 16January 1, 2017 (1997 are referred to herein as the “Company "AXENT SEC Documents”Reports"). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database All of the AXENT SEC Reports complied as to form, when filed (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 1933, as amended (including together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx "Securities Act”), ") and the rules Exchange Act. Accurate and regulations complete copies of the AXENT SEC thereunder applicable Reports have been made available to such Company Symantec. The AXENT SEC Documents on the date it was filed. None of the Company SEC Documents, Reports (including any financial statements, schedules, or all exhibits included or and schedules thereto and documents incorporated by reference therein therein) did not, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of then on the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except To the knowledge of AXENT, except as set forth disclosed in Section 3.04(a) the AXENT SEC Reports, each of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation AXENT's officers and there are no outstanding or unresolved comments received from the SEC directors has complied with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to all filing requirements under Section 13 or 15 and Section 16(a) of the Exchange Act.

SEC Filings. The Company Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16March 2, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended or supplemented since the time of their filing through the date hereof, the “Company Acquiror SEC DocumentsFilings”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database Each of the Acquiror SEC (“XXXXX”). To Filings, as of the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment respective date of its filing, 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment amended or superseding filing (andfiling, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the Acquiror SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedulesrespective date of its filing, 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 date of this Agreement, as of on the date of the last such amendment amended or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge Acquiror SEC Filings. To the knowledge of the CompanyAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company Buyer has NOT timely filed with or furnished tofiled, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 20, 2017 2009 (the “Company "Buyer 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company Buyer has made available to Parent the full text of Seller and On XXX Now all such Company Buyer SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As To the knowledge of Buyer's management and board of directors, as of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Documents on Documents. To the date it was filed. None knowledge of Buyer's management and board of directors, none of the Company Buyer SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, The Buyer undertakes to fully comply and file required disclosures and documents to the Knowledge OTC Markets and SEC within 180 of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actclosing.

SEC Filings. The Company has timely made available to ------------ Acquisition true and complete copies of each form, re-port, schedule, definitive proxy state-ment and regis-tra-tion statement filed by the Company with the Securities and Exchange Commission (the "SEC") subsequent to January 1, 1998 and on or furnished to, as applicableprior to the date hereof (collec-tively, the "Compa-ny SEC Fil-ings"), which are all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencethan preliminary material) that the Company was required to be filed or furnished by it with the SEC since June 16, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 file with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the The Company SEC Documents complied as to form Filings (including, without limita-tion, any financial state-ments or schedules includ-ed therein) (i) were prepared in all material respects compli-ance with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSecuri-Xxxxx ties Act of 2002 1933, as amended (including together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx "Securities Act”"), and or the Securities Exchange Act of 1934, as amended (together with the rules and regulations of promulgated thereunder, the SEC thereunder applicable to such Company SEC Documents on "Exchange Act"), as the date it was filed. None of the Company SEC Documentscase may be, including any financial statements, schedules, or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed of filing (oror if amended, if amended supple-mented or superseded super-seded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding that filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary neces-sary in order to make the statements therein, in the light of the circumstances circum-stances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, schedules, statements or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16July 31, 2017 2010 (such documents, together with any reports filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Xxxxxxxx-Xxxxx Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 SEC. As of the Exchange Actdate hereof, there are no outstanding or unresolved comments from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16August 12, 2017 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 the “Company may file subsequent to the date hereof) are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports." As of their respective filing dates orof filing, the Company SEC Reports (i) were prepared in accordance with, and complied 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, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(aNone of the Company's Subsidiaries is subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. The Company Disclosure Letter, has delivered to the Knowledge Parent complete and correct copies of the Company, none of all amendments and modifications to the Company SEC Documents filed on or Reports drafted 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. The Company has delivered or provided access 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 August 12, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company's Knowledge, as of the date hereof and except as described in Section 3.4(a) of the Company's Disclosure Schedule, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation comment. Each of the principal executive officer of the Company and there are no outstanding the principal financial officer of the Company (or unresolved comments received from each former principal executive officer of the SEC 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 Xxxxxxxx-Xxxxx Act of 2002 with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2016 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth stated in Section 3.04(a) 3.04 of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The (a) Since January 1, 2007, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC SEC, as have been supplemented, modified or amended since June 16the time of filing, 2017 (collectively, the “Company SEC Documents”). TrueNone of the Company Subsidiaries is currently or has, correctsince becoming a Company Subsidiary been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (andamendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as (or with respect to form Company SEC Documents filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents on filed after the date it was filed. None of the Company SEC Documentshereof, 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure Letterdate hereof, to the Knowledge knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actcomment.

SEC Filings. The Company (a) BancGroup has heretofore delivered to Acquired Corporation copies of BancGroup's: (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2005; (ii) 2005 Annual Report to Shareholders; (iii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006; and (iv) any reports on Form 8-K, filed by BancGroup with the SEC since December 31, 2005. Since December 31, 2005, BancGroup has timely filed with or furnished to, as applicable, all reports and registration statements and the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 (under the “Company SEC Documents”). True, correct, rules and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database regulations of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of and all such Company SEC Documents that it has so filed reports and registration statements or furnished with the SEC. As other documents have complied in all material respects, as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementand effective dates, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in with all material respects with the applicable requirements of the Securities 1933 Act, the Exchange Act, 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations 2002. As of the SEC thereunder applicable to respective filing and effective dates, none of such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, reports or exhibits included registration statements or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), other documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth . (b) The documents to be incorporated by reference into the Registration Statement, at the time they were filed with the SEC, complied in Section 3.04(a) all material respects with the requirements of the Company Disclosure Letter, 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Knowledge statements therein not misleading at the time the Registration Statement becomes effective or at the time of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActShareholders’ Meeting.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16July 31, 2017 2010 (such documents, together with any reports filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Sxxxxxxx-Xxxxx Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 SEC. As of the Exchange Actdate hereof, there are no outstanding or unresolved comments from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings. The Company Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2016 (the “Company Parent SEC Documents”). True, correct, and complete copies of all Company Parent SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXXEXXXX”). To the extent that any Company Parent SEC Document available on XXXXX EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company Parent has made available to Parent the Company the full text of all such Company Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents on the date it was filedDocuments. None of the Company 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a4.04(a) of the Company Parent Disclosure Letter, to the Knowledge of the CompanyParent, none of the Company Parent SEC Documents filed on or prior to the date of this Agreement is, nor is Parent, 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 Company Parent SEC Documents. None of the Company’s Parent's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16December 29, 2017 2007 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statementsstatements or schedules included therein, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 SEC. To the Knowledge of the Exchange ActCompany, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings. The Company GigOptix has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statementsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished under the Exchange Act prior to the date hereof by it with the SEC since June 16January 1, 2017 2009 (the forms, documents, statements and reports filed with the SEC since January 1, 2009, including any amendments thereto, the “Company GigOptix SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (andprior to the date hereof, in the case of registration statements GigOptix SEC Reports complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company GigOptix SEC Documents complied as Reports filed subsequent to form the Agreement Date will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including Act, as the case may be, and the applicable rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations . As of the SEC thereunder applicable to such Company SEC Documents on time of filing with the date it was filed. None SEC, none of the Company GigOptix SEC Documents, including any financial statements, schedules, Reports so filed or exhibits included or incorporated by reference therein at the time they were that will be filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date contained or will contain, as of the date of the last such amendment or superseding filing)case may be, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of extent that the Company, none of the Company information in such GigOptix SEC Documents Report has been amended or superseded by a later GigOptix SEC Report filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acthereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared (other than preliminary proxy materials) in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. 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 comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from comment. The Company and, to the SEC with respect to any of the Company SEC Documents. None Knowledge of the Company’s Subsidiaries is required to file , each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 such act and (ii) the applicable listing and corporate governance rules and regulations of the Exchange ActNew York Stock Exchange.

SEC Filings. The Company has timely filed with or furnished toto the SEC, as applicableon a timely basis, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it the Company since October 1, 2006 (such documents, together with any documents filed during such period by the Company with the SEC since June 16on a voluntary basis on Current Reports on Form 8-K, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended revised, amended, supplemented or superseded by a subsequent filing later-filed Company SEC Document filed prior to the date of this Agreement, as of the date of filing of the last such amendment revision, amendment, supplement or superseding filing (andfiling, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with with, to the applicable extent in effect at the time of filing, the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx ActSOX”), and the rules and regulations of the SEC thereunder ) applicable to such Company SEC Documents on the date it was filed. None Documents, and 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 date of this Agreement, as of the date of the last such amendment or superseding filing), Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none None of the Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed on Company SEC Document) contains any untrue statement of a material fact or prior omits to state any material fact required to be stated therein or necessary in order to make the date of this Agreement 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 statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The (a) Since December 31, 2017, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, prior to the Agreement Date, together with all certifications required pursuant to the U.S. Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC since June 16December 31, 2017 (through the Effective Time, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). TrueNone of the Subsidiaries of the Company is currently or has, correctsince becoming a Subsidiary of the Company been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 date of this AgreementAgreement Date, as of the date of the last such amendment or superseding filing), contained the Company SEC Documents were prepared and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder and, except to the extent superseded or amended by a subsequent filing with the SEC prior to the Agreement Date, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure Letter, to the Knowledge of the CompanyAgreement Date, none of the Company SEC Documents filed on is the subject of any unresolved or prior outstanding SEC comment and, to the date knowledge of this Agreement the Company, is the subject of ongoing SEC review or outstanding SEC investigation and there are review. There has been no outstanding or unresolved comments received from material correspondence between the SEC with respect to any of and the Company since December 31, 2017 that (i) is not set forth in the Company SEC Documents. None , (ii) is not publicly available on the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) database of the Company’s Subsidiaries is required SEC or (iii) has not otherwise been disclosed to file or furnish any forms, reports, or other documents with Parent prior to the SEC pursuant to Section 13 or 15 of the Exchange ActAgreement Date.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 (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 (“XXXXXEXXXX”). To the extent that any Company SEC Document available on XXXXX EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent Buyer the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statementsInformation Statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of To the Company’s Knowledge, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company Buyer and, to Buyer's knowledge, each of its current stockholders has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16May 29, 2017 2003 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyREPORTS"), each of the Company SEC Documents which has complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the Exchange Act"SECURITIES ACT"), and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005, none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC DocumentsReports (including, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were therein) contained when filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) The principal executive officer of the Company Disclosure Letter, to and the Knowledge principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, none as applicable) has made the certifications required by Sections 302 and 906 of the Company SEC Documents filed on or prior to Sarbanes-Oxley Act of 2002 (the date "SARBANES-OXLEY ACT") and thx xxxxx xxx xxgulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC SEX xxxxxxxxxx with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC 's filings pursuant to Section 13 or 15 of the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 (the “Company Reports”) since June 16January 1, 2017 2021 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective dates of filing dates or furnishing or, if amended or superseded by a subsequent filing filed or finished document filed or furnished prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing filed or finished document (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 furnished (or, if amended or superseded by a subsequent filing filed or furnished document filed or furnished prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filingfiled or finished document), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company Buyer and, to Buyer's knowledge, each of its current stockholders has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16May 29, 2017 2003 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyREPORTS"), each of the Company SEC Documents which has complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the Exchange Act"SECURITIES ACT"), and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005, none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC DocumentsReports (including, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were therein) contained when filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) The principal executive officer of the Company Disclosure Letter, to and the Knowledge principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, none as applicable) has made the certifications required by Sections 302 and 906 of the Company SEC Documents filed on or prior to Sarbanes-Oxley Act of 2002 (the date "SARBANES-OXLEY ACT") xxx xxx xxxes and regulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC SEX xxxreunder with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC 's filings pursuant to Section 13 or 15 of the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings. The Company Buyer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2014 (the “Company "Buyer 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company Buyer has made available to Parent the full text of Seller all such Company Buyer SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As To the knowledge of Buyer’s management and board of directors, as of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 (including the rules and regulations promulgated thereunder1934, the “Xxxxxxxx-Xxxxx Act”)as amended, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Documents on Documents. To the date it was filed. None knowledge of Buyer’s management and board of directors, none of the Company Buyer SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Buyer 's Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished toto the SEC, as applicableon a timely basis, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it the Company since October 1, 2006 (such documents, together with any documents filed during such period by the Company with the SEC since June 16on a voluntary basis on Current Reports on Form 8-K, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended revised, amended, supplemented or superseded by a subsequent filing later-filed Company SEC Document filed prior to the date of this Agreement, as of the date of filing of the last such amendment revision, amendment, supplement or superseding filing (andfiling, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with with, to the applicable extent in effect at the time of filing, the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx ActSOX”), and the rules and regulations of the SEC thereunder ) applicable to such Company SEC Documents on the date it was filed. None Documents, and 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 date of this Agreement, as of the date of the last such amendment or superseding filing), Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none None of the Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed on Company SEC Document) contains any untrue statement of a material fact or prior omits to state any material fact required to be stated therein or necessary in order to make the date of this Agreement 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 statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company has timely filed with the SEC, at or furnished toprior to the time due, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) definitive proxy statements required to be filed or furnished by it with the SEC since June 16under applicable law for the twelve (12) months period preceding the date hereof (together with all information incorporated therein by reference, 2017 (the “Company SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedReports. None As 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 date of this Agreementtheir respective dates, as of the date Closing Date and as of the last date any information from such amendment or superseding filing)Company SEC Reports has been incorporated by reference, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) Since the last day of the quarter end reported upon by Company Disclosure Letter, to by the Knowledge filing with the SEC of the Company’s most recent Quarterly Report on Form 10-Q, none with respect to Company and the Purchaser, there has not been any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Company or Purchaser. As of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required Reports other than such comment letters previously provided to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSeller.

SEC Filings. The Company Except as set forth on Section 6.5 of the SPAC Disclosure Letter, SPAC has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 27, 2017 2022, 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 “Company SPAC SEC DocumentsFilings”). TrueEach of the SPAC SEC Filings, correctas of the respective date of its filing, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andany amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the SPAC SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the SPAC SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge SPAC SEC Filings. To the knowledge of the CompanySPAC, none of the Company SPAC SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company Buyer and, to Buyer's knowledge, each of its current stockholders has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16May 29, 2017 2003 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyREPORTS"), each of the Company SEC Documents which has complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the Exchange Act"SECURITIES ACT"), and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and the “Xxxxxxxx-Xxxxx Exchange Act”), and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005, none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC DocumentsReports (including, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein at the time they were therein) contained when filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) The principal executive officer of the Company Disclosure Letter, to and the Knowledge principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, none as applicable) has made the certifications required by Sections 302 and 906 of the Company SEC Documents filed on or prior to Sarbanes-Oxley Act of 2002 (the date "SARBANES-OXLEY ACT") and xxx xxxxx xxx regulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC thx XXX xxxxxxxder with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC 's filings pursuant to Section 13 or 15 of the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings. The Company Buyer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2018 (the “Company Aytu SEC Documents”). True, correct, and complete copies of all Company the Aytu SEC Documents are publicly available in on the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Aytu SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)2002, and the rules and regulations of the SEC thereunder applicable to such Company Aytu SEC Documents on the date it was filedDocuments. None of the Company Aytu 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) None of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company Aytu SEC Documents filed on or prior to the date of this Agreement 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 Company Aytu SEC Documents. None of the CompanyBuyer’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company With the exception of the delay resulting from the need to select a new auditor because the previous one failed to adhere to PCAOB Auditing Standards in relation to the Company’s Form 20-F for the fiscal year ended August 31, 2022, and any and all correspondence, amendments, exhibits, supplements related thereto, each of the GAME Parties has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16January 1, 2017 2021 (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 (“XXXXXEXXXX”). To the extent that any Company SEC Document available on XXXXX EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has GAME Parties have made available to Parent the Company the full text of all such Company SEC Documents that it has they have so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the CompanyGAME, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company Buyer has timely filed with or furnished to, as applicable, the SEC Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2020 (the “Company Buyer SEC Documents”). True, correct, and complete copies of all Company the Buyer SEC Documents are publicly available in on the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, the Securities Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)1934, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Documents on the date it was filedDocuments. None of the Company Buyer 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) To the knowledge of the Company Disclosure Letter, to the Knowledge of the CompanyBuyer, none of the Company Buyer SEC Documents filed on or prior to the date of this Agreement 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 Company Buyer SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Except for the Company’s (i) Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 15, 2020 within the time period prescribed by the Exchange Act Rule 12b-25, (ii) Form 8-K furnished to the SEC on May 12, 2020 (with respect to Items 2.02 and 7.01) and (iii) Form 8-K filed with the SEC on May 21, 2020 (with respect to Items 1.02 and 5.02(e)), the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) SEC Documents required to be filed or furnished by it with the SEC since June 16January 1, 2017 2020 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of To the Company Disclosure Letter, to the Knowledge knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there investigation. There are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC SEC, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since June 16the time of their filing through the date hereof, 2017 (the “Company Acquiror SEC DocumentsFilings”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database Each of the Acquiror SEC Filings, as of the respective date of its filing (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the Acquiror SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge Acquiror SEC Filings. To the knowledge of the CompanyAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16December 31, 2017 (2002. The Company has made available to the “Company SEC Documents”). TrueLender all such forms, correctreports, and complete copies of all Company SEC Documents are publicly available documents in the form filed with the SEC since such date, but not the exhibits and schedules thereto or the documents incorporated therein, by virtue of having filed them on the SEC’s Electronic Data Gathering, Analysis, and Retrieval database of (XXXXX) system. All such required forms, reports and documents (including those that Company may file subsequent to the date hereof and the financial statements filed therewith) are referred to herein as the “Company SEC (“XXXXX”). To the extent Reports” provided that any Company SEC Document available on XXXXX contains redactions pursuant Report shall be deemed to a request for confidential treatment or otherwise, the Company has made available include all amendments to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SECreport. As of their respective filing dates or, (or if amended or superseded by a subsequent filing prior to then on the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents Reports: (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 Reports; and (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by subsequently filed documents with the SEC. Except as set forth in, or reflected by, the Company SEC Reports including the audited financial statements for the period ending December 31, 2004 provided to the Lender, since December 31, 2003, no material adverse change has occurred in Section 3.04(athe business, operations, properties or conditions (financial or other) of the Company Disclosure Letterand its Subsidiaries, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acttaken as a whole.

SEC Filings. The Company has timely filed with or furnished to(a) Since January 1, as applicable2003, the Company and each Subsidiary thereof (including solely for purposes of this Section 4.6 and the definition of SEC Reports, the Primrose Companies) has filed all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) amendments required to be filed or furnished by it with the SEC since June 16under the Securities Act and the Exchange Act (collectively, 2017 (the “Company SEC DocumentsReports”). True, correct, and complete copies of all Company SEC Documents are publicly available Other than as set forth in the Electronic Data GatheringCompany’s restatement of financial statements regarding accounting for leases and leasehold improvements as discussed in Item 7 and in Note 2 of the Notes to Consolidated Financial Statements in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, Analysis2004, and Retrieval database (i) each of the SEC (“XXXXX”). To Reports on the extent that any Company SEC Document available on XXXXX 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 respective dates they were filed or furnished with the SEC. As of their respective filing dates orand, if as amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding filing (andamended filing, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations (ii) none of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC DocumentsReports, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if as amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) No Subsidiary of the Company Disclosure Letteris required to file any forms, to reports, schedules, statements or other documents with the SEC. (b) To the Knowledge of the Company, none neither the Company nor any of its Subsidiaries, nor any of the Company SEC Documents filed on Company’s or prior to the date of this Agreement its Subsidiaries’ current or former officers or directors, is currently the subject of ongoing an SEC review formal or outstanding SEC informal investigation or enforcement action. (c) The Company has established and currently maintains (A) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) and (B) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To the Knowledge of the Company, (i) such disclosure controls and procedures, as in effect on the date hereof, are effective to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s senior management by others within those entities, particularly during the period when the Company’s periodic reports to which such information relates are required to be prepared, (ii) such internal controls over financial reporting, as in effect on the date hereof, provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iii) on the date hereof there are are, and on the Closing Date there will be, no outstanding significant deficiencies or unresolved comments received from material weaknesses in the SEC design or operation of the Company’s internal controls which could materially adversely affect the Company’s ability to record, process, summarize and report financial data and (iv) on the date hereof there are, and on the Closing Date there will be, no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) The Company has timely filed and made available to the Buyer all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of SEC Report. (e) As used in this Section 4.6, the Company SEC Documents. None of term “file” will be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The consolidated financial statements contained in each report, registration statement and definitive proxy statement filed by the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16Securities and Exchange Commission (the “SEC,” and the documents, 2017 (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 ): (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the published rules and regulations of the SEC thereunder applicable to such Company SEC Documents on thereto and were timely filed; (ii) the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference information contained therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any respective dates thereof did not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading; (iii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in Section 3.04(a) the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to June 30, 2011, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to June 30, 2011, are not, in the aggregate, material to the financial condition or operating results of the Company Disclosure Letterand its subsidiaries, to the Knowledge of the Company, none of taken as a whole. Any third-party statistical and market-related data included in the Company SEC Documents filed are based on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received derived from the SEC with respect to any of sources that the Company SEC Documents. None of the Company’s Subsidiaries is required believes to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actbe reliable and accurate in all material respects.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and 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 June 16October 22, 2017 2021 (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 (“XXXXXEXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant and neither the Company nor any of its Subsidiaries is required to Section 13 file or 15 furnish any forms, reports, or other documents with any securities regulation (or similar) regime of the Exchange Acta non-United States Governmental Entity.

SEC Filings. The Company Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16February 4, 2017 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 “Company Acquiror SEC DocumentsFilings”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database Each of the Acquiror SEC Filings, as of the respective date of its filing (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents complied as to form was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the Acquiror SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, (a) there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge Acquiror SEC Filings and (b) to the knowledge of the CompanyAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actinvestigation.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16March 31, 2017 (the “Company SEC Documents”)2002. 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed or furnished with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file or furnish subsequent to the date hereof), as amended, are referred to herein as the "Company SEC Reports." As of their respective filing dates or, (or if subsequently amended or superseded by a subsequent filing prior to supplemented, on the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelysupplement), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 Reports and (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s 's Subsidiaries is is, or has at any time been, required to file or furnish any formsform, reports, reports or other documents with the SEC pursuant to Section 13 or 15 SEC, and none of the Exchange ActCompany's Subsidiaries is, or has at any time been, required to file or furnish any material forms, reports or other documents with any foreign, state or other securities regulatory body other than Nasdaq.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2011 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained contained, and no Company SEC Documents filed with the SEC subsequent to the date hereof will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 28, 2017 2022, 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 “Company Acquiror SEC DocumentsFilings”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database Each of the Acquiror SEC Filings, as of the respective date of its filing (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the Acquiror SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge Acquiror SEC Filings. To the knowledge of the CompanyAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16July 17, 2017 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), in each case as they have been amended since the time of their filing and prior to the date hereof, are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the Xxxxxxxxcase may be, to the extent in effect, the Sxxxxxxx-Xxxxx Act of 2002 2002, as amended (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Sarbanes Act”), ) and in each case the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if subsequently amended or superseded by a subsequent filing prior to supplemented, on the date of this Agreement, as of the date of the last such amendment or superseding filing), contained supplement) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from issued by the staff of the SEC with respect to any of the Company SEC Documents. None of Reports nor are there any formal or informal inquiries or investigations into any matter relevant to the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with Company by the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC. The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to Section 13 the Securities Act or 15 of the Exchange Act.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statementsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished under the Exchange Act prior to the date hereof by it with the SEC since June 16January 1, 2017 2014 (the forms, documents, statements and reports filed with the SEC since January 1, 2014, including any amendments thereto, the “Company Seller SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such 14 amendment or superseding filing (andprior to the date hereof, in the case of registration statements Seller SEC Reports complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Seller SEC Documents complied as Reports filed subsequent to form the date of this Agreement will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations . As of the SEC thereunder applicable to such Company SEC Documents on time of filing with the date it was filed. None SEC, none of the Company Seller SEC Documents, including any financial statements, schedules, Reports so filed or exhibits included or incorporated by reference therein at the time they were that will be filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement contained or will contain, as of the date of the last such amendment or superseding filing)case may be, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of extent that the Company, none of the Company information in such Seller SEC Documents Report has been amended or superseded by a later Seller SEC Report filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acthereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) and any amendments thereto required to be filed or furnished by it with the SEC since June 16January 1, 2017 2004 (collectively, the “Company SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance with, and complied as to form in all material respects with with, the applicable requirements of the Securities Act, the Exchange Act, and or the Xxxxxxxx-Xxxxx Act of 2002 (including 2002, as the case may be, and, in each case, the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge None of the Company’s Subsidiaries is required to file any forms, none reports or other documents with the SEC. The Company has made available to Parent complete and correct copies of the Company SEC Documents filed on or 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, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments comment. Since January 1, 2004 the Company has not received any correspondence from the SEC containing comments regarding any report or registration statement filed by the Company. The Company and, to the Knowledge of the Company, each of its officers and directors are in full compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any of the Company SEC DocumentsReports. None For purposes of the Company’s Subsidiaries is required preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to file or furnish any forms, reports, or other documents with such terms in the SEC pursuant to Section 13 or 15 Xxxxxxxx-Xxxxx Act of the Exchange Act2002.

SEC Filings. The Company Buyer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2018 (the “Company Aytu SEC Documents”). True, correct, and complete copies of all Company the Aytu SEC Documents are publicly available in on the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Aytu SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)2002, and the rules and regulations of the SEC thereunder applicable to such Company Aytu SEC Documents on the date it was filedDocuments. None of the Company Aytu 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) None of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company Aytu SEC Documents filed on or prior to the date of this Agreement 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 Company Aytu SEC Documents. None of the CompanyBuyer’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) The Company has timely duly filed with or furnished toto the SEC, as applicable, the SEC and made available to Parent (including via XXXXX) all registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it the Company since April 1, 2011 under the 1933 Act or 1934 Act, as applicable (collectively, together with the SEC since June 16any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, 2017 (the “Company SEC Documents”). True, correct, and complete copies None of all the Company SEC Documents are publicly available in is the Electronic Data Gathering, Analysis, and Retrieval database subject of an outstanding SEC comment letter or outstanding SEC investigation as of the SEC date hereof. (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. b) As of their respective its filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, (and as of the date of the last such any amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Company SEC Documents Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act or 1934 Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act as applicable. (c) As of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the its filing date it was filed. 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 date of this Agreementhereof, as of on the date of the last such amendment or superseding filing), contained each Company SEC Document did not contain any untrue statement of a material fact or omitted omit to state a 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. Except as set forth in As of the date of this Agreement, no Subsidiary of the Company is separately subject to the requirement to file reports pursuant to Section 3.04(a13 or 15(d) of the 1934 Act. (d) Since April 1, 2011, the Company Disclosure Letterhas complied in all material respects with the eligibility requirements, rules and regulations of the NYSE MKT. (e) The Company Entities have established and maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the 0000 Xxx) that are designed to provide reasonable assurance that material information relating to the Knowledge Company Entities, required to be included in reports under the 1934 Act, is made known to the chief executive officer and chief financial officer of the Company by others within those entities. (f) Since April 1, 2011, the Company Entities have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company, none ’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company SEC Documents filed has disclosed, based on or its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee and, to the Company’s knowledge, the Company’s independent registered public accounting firm has not identified or been made aware of this Agreement is (i) any “significant deficiencies” and “material weaknesses” (as defined by the subject of ongoing SEC review Public Company Accounting Oversight Board) in the design or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any operation of the Company’s internal controls and procedures which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in internal controls. (g) Neither the Company SEC Documents. None nor any of the Company’s Subsidiaries is required to file or furnish any formshas, reports, or other documents with since the SEC pursuant to Section 13 or 15 enactment of the Exchange Xxxxxxxx-Xxxxx Act, made any prohibited loans to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of any Company Entity. (h) No Company Entity has any material liability or obligation that could be classified as an “off-balance sheet” arrangement under Item 303 of Regulation S-K promulgated by the SEC. (i) As of the date of this Agreement, the Company has less than 300 stockholders of record.

SEC Filings. The Company Zynex has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2019 (the “Company "Zynex SEC Documents”"). True, correct, and complete copies of all Company the Zynex SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 SECEXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Zynex SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Zynex SEC Documents on the date it was filedDocuments. None of the Company Zynex 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 date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to To the Knowledge of the CompanyZynex, none of the Company Zynex SEC Documents filed on or prior to the date of this Agreement 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 Company Zynex SEC Documents. None of the Company’s Zynex's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The (a) Since August 1, 2013, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC since June 16August 1, 2017 (2013, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). TrueNone of the Company Subsidiaries is currently or has, correctsince becoming a Company Subsidiary been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, as of the date of the last such amendment or superseding filing (andamendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) of the Company Disclosure Letter, to To the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there comment. There are no outstanding internal investigations, any SEC inquiries or unresolved comments received from investigations or other governmental inquiries or investigations pending or, to the SEC with respect to any of the Company SEC Documents. None Knowledge of the Company’s Subsidiaries is required to file or furnish , threatened, in each case regarding any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 accounting practices of the Exchange ActCompany.

SEC Filings. (a) The Company has timely filed all forms, reports and documents required to be filed by it by the SEC or pursuant to relevant securities statutes, regulations and rules. The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 1999 and 1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Marcx 00, 0000, (xxx) xxx proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1999 and (iv) all of its other reports, statements, schedules and registration statements filed with or furnished tothe SEC since December 31, as applicable1999 (the documents referred to in this Section 4.07(a), collectively, the "COMPANY SEC DOCUMENTS"). The Company has filed all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 1998. (the “Company SEC Documents”). Trueb) As of its filing date, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any each Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, as the Exchange Act, and the Xxxxxxxx-Xxxxx Act case may be. (c) As of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the its filing date it was filed. 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 superceded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding filing), no Company SEC Document filed pursuant to the 1934 Act contained any untrue statement of a material fact or omitted omit to state a 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. Except . (d) No Company SEC Document filed pursuant to the 1933 Act, as set forth in Section 3.04(a) amended or supplemented, if applicable, as of the Company Disclosure Letterdate such document or amendment became effective, contained any untrue statement of a material fact or omit to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 state any of the Company SEC Documents. None of the Company’s Subsidiaries is material fact required to file be stated therein or furnish any forms, reports, or other documents with necessary to make the SEC pursuant to Section 13 or 15 of the Exchange Actstatements therein not misleading.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 Securities and Exchange Commission (the “Company SEC DocumentsSEC”)) since September 11, 2000. 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of CEP all such Company SEC Documents that it has so registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed or furnished with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Company SEC Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 1933, as amended (including together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Securities Act”), or the Securities and Exchange Act of 1934, as amended (together with the rules and regulations of thereunder, the SEC thereunder “Exchange Act”), as the case may be, applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of the Company, none of the Company SEC Documents filed on or extent corrected prior to the date of this Agreement 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 hereof by a subsequently filed Company SEC DocumentsReport. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, to the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be so filed or furnished by it with the SEC since June 16January 1, 2017 2005 (the “"COMPANY SEC DOCUMENTS"). Company has made available to Parent all such Company SEC Documents”). True, correct, and complete copies of all Documents (except to the extent such Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, Analysis and Retrieval (XXXXX) database of the SEC (“XXXXX”SEC). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form conform in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder"XXXXXXXX-XXXXX ACT"), the “Xxxxxxxx-Xxxxx Act”)as applicable, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filing), filing prior to the date hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company Since December 31, 2009, Buyer has timely filed with or furnished to, as applicable, the SEC otherwise transmitted all registration statements, prospectuses, reports, schedules, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16under the Securities Act and the Exchange Act (collectively with any amendments thereto, 2017 (the “Company Buyer SEC DocumentsReports”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database Each of the Buyer SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwiseReports, 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 their respective filing dates or, if as amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment has complied, or superseding filing (and, in the case of registration statements and proxy statementsthe Buyer SEC Reports made after the date hereof, on the dates of effectiveness and the dates of the relevant meetingswill comply, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company Buyer SEC DocumentsReports, including any financial statementsas amended prior to the date hereof, schedulescontained, or exhibits included or incorporated by reference therein and in the case of the Buyer SEC Reports made after the date hereof will not contain, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except , except for those statements (if any) as set forth in Section 3.04(a) of had been modified by subsequent filings with the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date hereof. No subsidiary of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries Buyer is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant SEC. Buyer has established a system of internal accounting controls sufficient to Section 13 provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or 15 specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the Exchange Actrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings. The Company has timely filed with or furnished toto the SEC, as applicableon a timely basis, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it the Company since January 1, 2008 (such documents, together with any documents filed during such period by the Company with the SEC since June 16on a voluntary basis on Current Reports on Form 8-K, 2017 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended revised, amended, supplemented or superseded by a subsequent filing later-filed Company SEC Document filed prior to the date of this Agreement, as of the date of filing of the last such amendment revision, amendment, supplement or superseding filing (andfiling, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with with, to the applicable extent in effect at the time of filing, the requirements of the Securities ActAct of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act, ”) and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx ActSOX”), and the rules and regulations of the SEC thereunder ) applicable to such Company SEC Documents on the date it was filed. None Documents, and 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 date of this Agreement, as of the date of the last such amendment or superseding filing), Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none None of the Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed on Company SEC Document) contains any untrue statement of a material fact or prior omits to state any material fact required to be stated therein or necessary in order to make the date of this Agreement 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 statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The (a) Since August 1, 2014, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, prior to the Agreement Date, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC since June 16August 1, 2017 (2014, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). TrueNone of the Company’s Subsidiaries is currently or has, correctsince becoming a Subsidiary of the Company been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, as of the date of the last such amendment or superseding filing (andamendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documentsthereunder, 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure LetterAgreement Date, to the Knowledge knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding comment or unresolved comments received from other governmental inquiries or investigations regarding the SEC with respect to any of the Company SEC Documents. None accounting practices of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16, 2017 Securities and Exchange Commission (the “Company SEC Documents”)"SEC") since January 1, 2000. 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed or furnished with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the "COMPANY SEC REPORTS." As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 1933, as amended (including together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”"SECURITIES ACT"), or the Securities and Exchange Act of 1934, as amended (together with the rules and regulations of thereunder, the SEC thereunder "EXCHANGE ACT"), as the case may be, applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of the Company, none of the Company SEC Documents filed on or extent corrected prior to the date of this Agreement 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 hereof by a subsequently filed Company SEC DocumentsReport. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The (a) Since January 1, 2018, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC since June 16January 1, 2017 (2018, as such documents have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). TrueNone of the Company Subsidiaries is currently or has, correctsince becoming a Company Subsidiary, and complete copies been required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment amendment, the Company SEC Documents complied (or superseding filing with respect to Company SEC Documents filed or furnished after the date of this Agreement (andassuming, in the case of registration statements the Proxy Statement, that the representations and proxy statements, on the dates of effectiveness warranties set forth in Section 5.8 are true and the dates of the relevant meetings, respectivelycorrect), each of the Company SEC Documents complied will comply) as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, filed 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 furnished after the date of this AgreementAgreement (assuming, as in the case of the date of Proxy Statement, that the last such amendment or superseding filingrepresentations and warranties set forth in Section 5.8 are true and correct), contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure Letterdate of this Agreement, no enforcement Action has been initiated or, to the Knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document and none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actcomment.

SEC Filings. The (a) Since November 11, 2007, the Company has timely filed with or otherwise furnished to, (as applicable, the SEC ) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by the Company with the SEC SEC, as have been supplemented, modified or amended since June 16the time of filing, 2017 (collectively, the “Company SEC Documents”). TrueNone of the Company Subsidiaries is currently or has, correctsince becoming a Company Subsidiary been, and complete copies required to file any forms, reports or other documents with the SEC. (b) As of all Company SEC Documents are publicly available their respective effective dates (in the Electronic Data Gathering, Analysis, and Retrieval database case of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 are registration statements filed or furnished with pursuant to the SEC. As requirements of the Securities Act) and as of their respective SEC filing dates or(in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (andamendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as (or with respect to form Company SEC Documents filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Actcase may be, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents on filed after the date it was filed. None of the Company SEC Documentshereof, 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a. (c) As of the Company Disclosure Letterdate hereof, to the Knowledge knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actcomment.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2013 (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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the The Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with prior to the SECdate hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedDocuments. None of the Company SEC Documents, including any financial statements, schedules, 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time 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 . Except as set forth in Section 3.04(aThe Company has made available to Parent copies of all comment letters received by the Company (if any) from the SEC since January 1, 2016 relating to the Company SEC Documents, together with all written responses of the Company Disclosure Letter, to thereto. There are no outstanding or unresolved comments in any such comment letters received by the Knowledge of Company from the SEC. To the Company’s Knowledge, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of any ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from by the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act since June 16January 1, 2017 (all such registration statements, prospectuses, reports, schedules, forms, statements and other documents filed or furnished by the Company since January 1, 2017, including those filed or furnished subsequent to the date of this Agreement, collectively, together with all exhibits and schedules thereto and other information incorporated by reference therein, 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelythis Agreement), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filedpromulgated thereunder. 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 date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date of this Agreement), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 other than as part of the Company’s consolidated group. There are no outstanding or unresolved comments in any comment letters from the SEC staff received by the Company with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Since January 1, 2017, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act or by Rule 13a-14 or 15d-14 under the Exchange ActAct with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct in all material respects on the date such certifications were made.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 16January 1, 2017 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents Reports (i) were prepared (other than preliminary proxy materials) in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and as the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”)case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents on the date it was filed. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, to the Knowledge None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. 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 comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from comment. The Company and, to the SEC with respect to any of the Company SEC Documents. None Knowledge of the Company’s Subsidiaries is required to file , each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 such act and (ii) the applicable listing and corporate governance rules and regulations of the Exchange ActNew York Stock Exchange.

SEC Filings. The Company has timely Borrowers have delivered to the Bank accurate and complete copies of any report, registration statement and definitive proxy statement filed by any of the Borrowers with or furnished to, as applicable, the SEC after January 1, 2002 (the “Borrower SEC Documents”). Except as otherwise set forth in Schedule 4.12 attached hereto, all registration statements, prospectuses, reports, schedules, forms, statements, forms and other documents (including exhibits and all other information incorporated by reference) required to be have been filed or furnished by it the Borrowers with the SEC since June 16, 2017 (the “Company SEC Documents”)have been so filed. True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database As of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 time it has so was filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing : (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), i) each of the Company Borrower SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933 and the Securities and Exchange Act of 1934, the Exchange Actas amended, and the Xxxxxxxx-Xxxxx Act of 2002 all other Laws; and (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations ii) none of the SEC thereunder applicable to such Company Borrower SEC Documents on the date it was filed. 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 date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Financial Statements contained in the Borrower SEC Documents comply as set forth to form in Section 3.04(a) all material respects with the published rules and regulations of the Company Disclosure Letter, to SEC applicable thereto. To the Knowledge knowledge of senior management of the CompanyBorrowers, none of no material adverse change in the Company Borrowers’ business or financial condition, taken as a whole, has occurred since its most recently filed Form 10-Q, except (a) as disclosed in any Borrower SEC Documents filed on or prior to amended after the date of this Agreement is such 10-Q, (b) as disclosed to the subject Bank, or (c) for any changes in any stock market or trading system (including, without limitation, any change in the value of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC any trading indices with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actthereto).

SEC Filings. The Company Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June February 16, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing including all exhibits thereto through the date hereof, the “Company Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correctas of the respective date of its filing, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andany amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the and any rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company the Acquiror SEC Documents on the date it was filedFilings. None As of the Company SEC Documents, including any financial statements, schedules, respective date of its filing (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 date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) As of the Company Disclosure Letterdate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Knowledge Acquiror SEC Filings. To the knowledge of the CompanyAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statementsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished under the Exchange Act prior to the date hereof by it with the SEC since June 16January 1, 2017 2014 (the forms, documents, statements and reports filed with the SEC since January 1, 2014, including any amendments thereto, the “Company Seller SEC DocumentsReports”). 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 their respective filing dates dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (andprior to the date hereof, in the case of registration statements Seller SEC Reports complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company Seller SEC Documents complied as Reports filed subsequent to form the date of this Agreement will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act, Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations . As of the SEC thereunder applicable to such Company SEC Documents on time of filing with the date it was filed. None SEC, none of the Company Seller SEC Documents, including any financial statements, schedules, Reports so filed or exhibits included or incorporated by reference therein at the time they were that will be filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement contained or will contain, as of the date of the last such amendment or superseding filing)case may be, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) of the Company Disclosure Letter, except to the Knowledge of extent that the Company, none of the Company information in such Seller SEC Documents Report has been amended or superseded by a later Seller SEC Report filed on or prior to the date of this Agreement 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 Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Acthereof.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration All statements, prospectuses, reports, schedules, forms, statements, forms and other documents (including amendments, exhibits and all other information incorporated by referencereference therein) required to be have been filed or furnished by it Parent with the SEC since June 16August 9, 2017 2022 and prior to the date of this Agreement (the “Company Parent 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 (“XXXXX”). To the extent that any Company SEC Document available on XXXXX 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 ) have been so filed or furnished with the SECSEC on a timely basis. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelylater filing), (i) each of the Company Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder and the listing requirements and corporate governance rules and regulations of the SEC thereunder applicable to such Company SEC Documents NASDAQ, each as in effect on the date it was filed. None such Parent SEC Documents were filed or furnished, and (ii) none of the Company Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed Documents (or, if as amended or superseded by a subsequent any amendment or superseding filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.04(a) To the knowledge of the Company Disclosure Letter, to the Knowledge of the CompanyParent, none of the Company Parent SEC Documents filed on or prior to the date of this Agreement 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 Company Parent SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.