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 under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it (the "SEC Filings") under the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act since December 31of 1934, 2009 as amended, and the rules and regulations promulgated thereunder (the “Company SEC Documents”"Exchange Act"). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company The SEC Documents Filings were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, and as the rules and regulations of the SEC thereunder applicable to such Company SEC Documentscase may be. None of the Company SEC Documentssuch forms, including reports and statements, including, without limitation, any financial statements, exhibits and schedules or exhibits included or therein and documents incorporated therein by reference therein reference, at the time they were filed (orfiled, if amended declared effective or superseded by a subsequent filingmailed, as of the date of the last such amendment or superseding filing prior to the date hereof)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. None of Except to the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments extent information contained in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge Filings has been revised, corrected or superseded by a later filing of the Companyany such form, as of the date hereofreport or document, none of the SEC Filings currently contains an untrue statement of a material fact or omits 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. Since June 30, 1997, (i) there has been no material adverse change in the condition, financial or otherwise, of the Company SEC Documents is and its subsidiaries considered as a whole, or in the subject business, operations, or prospects of ongoing SEC reviewthe Company and its subsidiaries considered as a whole, outstanding SEC comment whether or outstanding SEC investigation.not arising in the ordinary course of business, and (ii) there has been no dividend or distribution of any kind declared, paid or

SEC Filings. The Company has timely heretofore made available to Parent and Sub its (i) Annual Report on Form 10-K for the year ended June 29, 1996, (ii) Quarterly Reports on Form 10-Q for the quarters ended September 28, 1996, December 28, 1996 and Xxxxx 00, 0000, (xxx) proxy statements relating to all of the Company's meetings of shareholders (whether annual or special) held or scheduled to be held since June 29, 1996 and (iv) each other registration statement, proxy or information statement, form, report and other document filed by the Company with or furnished tothe SEC since June 29, as applicable1996 (collectively, the "SEC all registration statementsFilings"). At the time it was filed, prospectuses, reports, schedules, forms, statements and other documents each SEC Filing (including all exhibits and all other information schedules thereto and documents incorporated by referencereference therein) required to be and, at the time it is filed, any SEC Filing filed or furnished by it under the Exchange Act and Company with the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of after the date of the last such amendment this Agreement (i) complied, or superseding filing prior with respect to the date hereof)those not yet filed will comply, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities ActExchange Act and (ii) did not, and the Exchange Actor with respect to those not yet filed will not, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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 thereinmade, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the SEC Documents. To Filings (including, in each case, the Knowledge notes and schedules, if any, thereto) (the "Company Financial Statements"), were and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the Companyunaudited statements, as permitted by Form 10-Q of the SEC), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly presented and will present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the date hereofdates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, none in the case of any unaudited interim financial statements, to normal recurring year-end adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationand its Subsidiaries taken as a whole)).

SEC Filings. The Company has timely filed (or has received a valid extension of such time of filing and has filed any such Company SEC Documents prior to the expiration of any such extension) 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 under with the Exchange Act and the Securities Act since December 31, 2009 SEC (the “Company SEC Documents”)) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC DocumentsDocuments and did not, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were it was filed (or, if amended or superseded by a subsequent filingamended, as at the time (and taking into account the content) of the date of the last such amendment or superseding filing prior to the date hereofamendment), 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 made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 required 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 under with the Exchange Act SEC since January 1, 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act Company may file subsequent to the date hereof) in each case as they have been amended since December 31, 2009 (the time of their filing and prior to the date hereof are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, and as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company has Made Available to Parent true, correct and complete copies of all material 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 date hereofCompany, there are no outstanding or unresolved comments in comment letters from and, since January 1, 2002, the SEC staff with respect to any of has not advised the Company SEC Documentsthat any final responses are inadequate, insufficient, or otherwise non-responsive. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. The Company and, to the Knowledge of the Company, 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 pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed with or furnished toall forms, as applicable, the SEC all registration statements, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished by it under the Exchange Act and prior to the Securities Act date hereof by it with the SEC since December 31January 1, 2009 2014 (the forms, documents, statements and reports filed with the SEC since January 1, 2014, including any amendments thereto, the “Company Seller SEC DocumentsReports”). As of their respective filing dates (dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), the Seller SEC Reports complied, and each of the Company Seller SEC Documents complied Reports filed subsequent to the date of this Agreement will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the SEC thereunder applicable to such Company SEC Documents. None time of filing with the 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, as of to the date of this Agreement contained or will contain, as the last such amendment or superseding filing prior to the date hereof)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. None of , except to the Company’s Subsidiaries is required extent that the information in such Seller SEC Report has been amended or superseded by a later Seller SEC Report filed prior to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 Purchaser has timely filed all Purchaser Reports, together 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) any amendments required to be filed or furnished by made with respect thereto, that it under was required to file since January 1, 2012 with the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”)SEC. As of their respective filing dates (dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding superseded filing prior to the date hereof), the Purchaser Reports complied, and each of the Company SEC Documents complied Purchaser Reports filed subsequent to the date of this Agreement will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated under each of them, as applicable. No Subsidiary of Purchaser is subject to the periodic reporting requirements of the SEC thereunder applicable to such Company SEC DocumentsExchange Act. None As of the Company SEC Documentstime of filing with the SEC, including any financial statements, schedules none of the Purchaser 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, as of to the date of this Agreement contained or will contain, as the last such amendment or superseding filing prior to the date hereof)case may be, contained any untrue statement of a material fact or omitted or will omit, as the case may be, 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. None of , except to the Company’s Subsidiaries is required extent that the information in such Purchaser Reports has been amended or superseded by a later Purchaser Report filed prior to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from . Purchaser has made available to the Sellers correct and complete copies of all material correspondence with the SEC staff with respect to any of the Company SEC Documentssince January 1, 2012. To the Knowledge of the Company, as As of the date hereof, none of the Company SEC Documents Purchaser Reports is the subject of to 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 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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2018 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. As of the date of this 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 reports, or other documents with the SEC. As of the date hereof, 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 required 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 under with the Exchange Act SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31the time of their filing, 2009 (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, and as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company has Made Available to Parent complete and correct copies of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect all amendments and modifications to any of the Company SEC DocumentsReports 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. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents Reports is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports. 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 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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2018 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. As of the date of this 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 reports, or other documents with the SEC. As of the date hereof, 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 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 under with the SEC since May 20, 2015 and made publicly available at least two (2) Business Days prior to the date of this Agreement, pursuant to the Exchange Act and or the Securities Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since December 31the time of filing, 2009 (the “Company Acquiror SEC DocumentsReports”). As Each of their the Acquiror SEC Reports, as of the respective filing dates (or, if amended or superseded by a subsequent date of its filing, and as of the date of the last such amendment or superseding filing prior to the date hereof)any amendment, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsReports. 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 respective date of its filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained Acquiror 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Acquiror 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 investigationReports.

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 and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Exchange Act and 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 December 31October 1, 2009 (2011, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company Subsidiaries is currently or has, since becoming a Company Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereof)amendment, each of the Company SEC Documents complied (or with respect to 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 case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules Documents filed or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of furnished after the date of the last such amendment or superseding filing prior to the date hereof)this Agreement, 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. . (c) As of the date hereofof this Agreement, 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 review or outstanding SEC investigationcomment.

SEC Filings. The Company Endwave has timely filed with or furnished toall forms, as applicable, the SEC all registration statements, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished by it under the Exchange Act and prior to the Securities Act date hereof by it with the SEC since December 31January 1, 2009 (the forms, documents, statements and reports filed with the SEC since January 1, 2009, including any amendments thereto, the “Company Endwave SEC DocumentsReports”). As of their respective filing dates (dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), the Endwave SEC Reports complied, and each of the Company Endwave SEC Documents complied Reports filed subsequent to the Agreement Date will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the SEC thereunder applicable to such Company SEC Documents. None time of filing with the SEC, none of the Company Endwave SEC Documents, including any financial statements, schedules Reports so filed or exhibits included that will be filed subsequent to the Agreement Date contained or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filingwill contain, as of the date of the last such amendment or superseding filing prior to the date hereof)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. None of , except to the Company’s Subsidiaries is required extent that the information in such Endwave SEC Report has been amended or superseded by a later Endwave SEC Report filed prior to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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. (i) The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act SEC since August 27, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31, 2009 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”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (A) were prepared in accordance with, and complied and in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, and as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (B) did not at the time they were filed (or, if amended or superseded by a subsequent filingand in the case of registration statements, as of the date of the last such amendment or superseding filing prior to the date hereof), contained their respective effective dates) 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 in the case of each of the preceding clauses (A) and (B) to the extent corrected: (1) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (2) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. As of the date hereof, none of the Company SEC Reports is the subject of outstanding SEC comments or, to the Company’s Knowledge, ongoing SEC review. (ii) The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2006, including all SEC comment letters, and responses to such comment letters by or on behalf of the Company. (iii) 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 Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act of 2002. (iv) None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 required 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 under with the Exchange Act SEC since September 30, 2005. All such required registration statements, prospectuses, reports, schedules, forms, statements and the Securities Act since December 31, 2009 (other documents are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (or, if amended or superseded by a subsequent filingsupplemented prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereof)supplement, each of the Company SEC Documents Report (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein 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, as of the date of the last such amendment or superseding filing prior to the date hereof)of this Agreement then on the date of such superseding filing, contained amendment or 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereofThe Company has not prepared any amendments or modifications, there are no outstanding or unresolved comments in comment letters from which have not yet been filed with the SEC staff with respect but which are required to any of be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC Documents. To pursuant to the Knowledge of Securities Act or 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 investigationExchange 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 reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31November 1, 2009 2012 (the “Company SEC Documents”). The Company has made available to Parent all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date 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 rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 Since January 1, 2005, the Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with, or furnished by it under to, the Exchange Act SEC (all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC DocumentsReports”). As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None Reports and the disclosure requirements of Rule 4350 of the NASDAQ Global Select Market, in each case, as in effect on the date such Company SEC DocumentsReport was filed, including any financial statements, schedules or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless corrected in a later filed Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company and each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the date hereofXxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (“SOX”), there are no outstanding or unresolved comments in comment letters from and (ii) the SEC staff with respect to any applicable listing and corporate governance rules and regulations 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 investigationNASDAQ Global Select Market.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it (the "SEC Filings") under the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act since December 31of 1934, 2009 as amended, and the rules and regulations promulgated thereunder (the “Company SEC Documents”"Exchange Act"). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company The SEC Documents Filings were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, and as the rules and regulations of the SEC thereunder applicable to such Company SEC Documentscase may be. None of the Company SEC Documentssuch forms, including reports and statements, including, without limitation, any financial statements, exhibits and schedules or exhibits included or therein and documents incorporated therein by reference therein reference, at the time they were filed (orfiled, if amended declared effective or superseded by a subsequent filingmailed, as of the date of the last such amendment or superseding filing prior to the date hereof)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. None of Except to the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments extent information contained in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge Filings has been revised, corrected or superseded by a later filing of the Companyany such form, as of the date hereofreport or document, none of the SEC Filings currently contains an untrue statement of a material fact or omits 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. Since September 30, 1997, (i) there has been no material adverse change in the condition, financial or otherwise, of the Company SEC Documents is and its subsidiaries considered as a whole, or in the subject business, operations, or prospects of ongoing SEC reviewthe Company and its subsidiaries considered as a whole, outstanding SEC comment whether or outstanding SEC investigationnot arising in the ordinary course of business, and (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

SEC Filings. (a) The Company has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedulesstatements, 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 under with the Exchange Act and the Securities Act SEC since December 31, 2009 2016 (collectively, the “Company SEC Documents”). . (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the 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 filingfiling made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereof)of 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, and as the Exchange Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Documents and in effect at the time they were 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 so filed. (c) As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior with respect to the date hereofdisclosures 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. . (d) As of the date hereofof this Agreement, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to any of the Company SEC Documents. To Documents and (ii) to the Knowledge knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act or is otherwise required to file any periodic forms, outstanding SEC comment reports, schedules, statements or outstanding SEC investigationother documents with the SEC.

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 under prior to the Exchange Act date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Securities Act since December 31time of filing, 2009 (the “Company ARYA SEC DocumentsReports”), 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. As Each of the ARYA SEC Reports, as of their respective filing dates (or, if amended or superseded by a subsequent of filing, or as of the date of the last such any amendment or superseding filing prior to that superseded the date hereof)initial filing, complied and each of the Company Additional ARYA SEC Documents complied Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed Laws (or, if amended or superseded by a subsequent filingincluding, as of applicable, the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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.Xxxxxxxx-Xxxxx Act and any

SEC Filings. The consolidated financial statements contained in each report, registration statement and definitive proxy statement filed by the Company has timely with the SEC (all documents filed with or furnished tothe SEC, 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 under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates ) and the Private Placement Documents: (or, if amended or superseded by a subsequent filing, i) complied as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the published rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of thereto; (ii) 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None ; (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 Company’s Subsidiaries is required SEC, and except that unaudited financial statements may not contain footnotes and are subject to file or furnish any forms, reports or other documents with year-end audit adjustments; and (iv) fairly present the SEC. As consolidated financial position of the date hereofCompany and its subsidiaries as of the respective dates thereof and the consolidated results of operations, there are no outstanding or unresolved comments cash flows and the changes in comment letters from shareholders’ equity of the SEC staff with respect to any of Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents. To , neither the Knowledge 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 Companytype not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to May 31, as of 2017, are not, in the date hereofaggregate, none material to the financial condition or operating results of the Company SEC Documents is the subject of ongoing SEC reviewand its subsidiaries, outstanding SEC comment or outstanding SEC investigationtaken as a whole.

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 Securities and other documents Exchange Commission (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act “SEC,” and the Securities Act since December 31documents, 2009 (the “Company SEC Documents”). As of their respective filing dates ): (or, if amended or superseded by a subsequent filing, i) complied as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the published rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of thereto; (ii) 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None ; (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-QSB of the Company’s Subsidiaries is required SEC, and except that unaudited financial statements may not contain footnotes and are subject to file or furnish any forms, reports or other documents with year-end audit adjustments; and (iv) fairly present the SEC. As consolidated financial position of the date hereof, there are no outstanding or unresolved comments Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in comment letters from stockholders’ equity of the SEC staff with respect to any of Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents. To , neither the Knowledge Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2006, and liabilities of the Companytype not required under generally accepted accounting principles to be reflected in such financial statements. Any liabilities incurred subsequent to September 30, as of 2006, are not, in the date hereofaggregate, none material to the financial condition or operating results of the Company SEC Documents is the subject of ongoing SEC reviewand its subsidiaries, outstanding SEC comment or outstanding SEC investigationtaken as a whole.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, formsregistration statements, proxy statements and other documents (including exhibits all exhibits, schedules and all other information incorporated by referencesupplements) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31, 2009 2008 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, Except as set forth in Section 4.07(a) of the date of Disclosure Schedule, the last such amendment or superseding filing Company SEC Documents, each as amended prior to the date hereof), each of the Company SEC Documents complied (i) have been prepared in all material respects in accordance and compliance with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable promulgated thereunder, except for such non-compliance as would not reasonably be expected to such have a Company SEC Documents. None of the Company SEC DocumentsMaterial Adverse Effect, including any financial statementsand (ii) did not, schedules when filed or exhibits included or incorporated by reference therein at the time they were filed (or, if as amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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 made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 are the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. 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 Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Sxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx 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 schedules thereto and all other information incorporated by referencereference therein) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December January 31, 2009 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As There has been no material change to the business or prospects of the date hereof, there are no outstanding Company or unresolved comments in comment letters from the SEC staff with respect to any of its Subsidiaries from that disclosed in 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 required 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 under with the Exchange Act SEC or Nasdaq since January 1, 2005. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31the time of their filing, 2009 (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and or the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, in each case, the rules and regulations promulgated Table of the SEC Contents thereunder applicable to such Company SEC Documents. None Reports as well as the rules and regulations of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Nasdaq and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As 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 but which are required to be filed and all Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent true, correct and 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, 2005, including all SEC comment letters and responses to such comment letters by or on behalf of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsCompany. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents. For purposes of this Section 4.6(a), “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 Hightimes 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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2018 (the “Company Hightimes SEC Documents”). Hightimes has made available to Enterprises all such Hightimes SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date 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 rules and regulations of the SEC thereunder applicable to such Company Hightimes SEC Documents. None of the Company Hightimes 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, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries Hightimes’ direct or indirect Seller is required to file or furnish any forms, reports or other documents with the SEC. As of Hightimes has never been a “shell company” as such term is defined in Rule 144 under the date hereof, 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 investigationUS Securities Act.

SEC Filings. (a) The Company has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedulesstatements, 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 under with the Exchange Act and the Securities Act SEC since December 31, 2009 2014 (collectively, the “Company SEC Documents”). . (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the 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 filingfiling made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereof)of 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, and as the Exchange Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Documents and in effect at the time they were filed of such filing and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the date so filed. (c) As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior with respect to the date hereofdisclosures 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. . (d) As of the date hereofof this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff with respect and (ii) to any of the Company SEC Documents. To the Knowledge knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act or is otherwise required to file any periodic forms, outstanding SEC comment reports, schedules, statements or outstanding SEC investigationother documents with the SEC.

SEC Filings. The Company Purchaser has 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 under with the Exchange Act SEC since January 1, 2000 and has made available to Seller, in the Securities Act since form filed with the SEC, (i) its annual report on Form 10-K for the fiscal years ended December 31, 2009 2000, 2001 and 2002, (ii) its quarterly report on Form 10-Q for the “Company period ended March 31, 2003, (iii) all proxy staxxxxxxx xxxxxxxx xx Xurchaser's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all other reports or registration statements filed by Purchaser with the SEC Documents”)since January 1, 2000, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by Purchaser with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Purchaser SEC Reports." As of their respective filing dates dates, the Purchaser SEC Reports (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied i) were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Purchaser SEC Documents. None of the Company SEC DocumentsReports, including any financial statements, schedules or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof)of this Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries Purchaser's subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 required 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 under with the Exchange Act SEC since January 1, 2007. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31the time of their filing, 2009 (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). .” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and or the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Documents and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement then on the date of such filing), contained and each such Company SEC Document filed subsequent to the date hereof 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 the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, 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 but which are required to 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 on behalf of the Company. As of the date hereof, 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 are the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 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 has timely (a) Each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Acquirer with or furnished to, as applicable, the SEC all registration statementsbetween September 23, 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 under the Exchange Act 1999 and the Securities Act since December 31, 2009 date of this Agreement (the “Company "Acquirer SEC Documents”)") is publicly available from the SEC and Acquirer will deliver to the Company accurate and complete copies (excluding copies of exhibits) of each Acquirer SEC Document prior to the Closing. As of their respective filing dates the time it was filed with the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof)of this Agreement, then on the date of such filing): (i) each of the Company Acquirer SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, Act (as the case may be); and the rules and regulations (ii) none of the Acquirer SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None . (b) The consolidated financial statements contained in the Acquirer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the Company’s Subsidiaries is required SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to file or furnish any forms, reports or other documents with such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC. As , and except that the unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of the date hereof, 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, Acquirer as of the date hereof, none respective dates thereof and the consolidated results of operations of Acquirer for the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationperiods covered thereby.

SEC Filings. The Company Except as set forth on Section 5.5 of the Acquiror Disclosure Letter, 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 under with the SEC since October 20, 2020, pursuant to the Exchange Act and or the Securities Act (collectively, as they have been amended since December 31the time of their filing through the date hereof, 2009 (the “Company Acquiror SEC DocumentsFilings”). As Each of their the Acquiror SEC Filings, as of the respective date of its filing dates (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Acquisition Closing Date, then on the date of such filing), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsFilings. 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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Acquisition Closing Date, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Acquiror SEC DocumentsFilings. To the Knowledge knowledge of Acquiror, none of the Company, Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31May 29, 2009 2003 (the “Company "SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofREPORTS"), each of the Company SEC Documents which has complied in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations promulgated thereunder, and the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. 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. None of the Company SEC DocumentsReports (including, including any financial statements, statements or schedules or exhibits included or incorporated by reference therein at the time they were therein) contained when filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any The principal executive officer of the Company SEC Documents. 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, as applicable) has made the certifications required by Sections 302 and 906 of the date hereof, none Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT") and the xules and regulatioxx xx xxx XXX thereunder with respect to the Company's filings pursuant to the Exchange Act. For purposes of the Company SEC Documents is preceding sentence, "principal executive officer" and "principal financial officer" shall have the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationmeanings 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 statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31June 16, 2009 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 filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, 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 DocumentsDocuments on the date it was filed. 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 filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. As SEC pursuant to Section 13 or 15 of the date hereof, 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 investigationExchange Act.

SEC Filings. The Company has timely filed (or has received a valid extension of such time of filing and has filed any such Company SEC Documents prior to the expiration of any such extension) 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 under with the Exchange Act and the Securities Act since December 31, 2009 SEC (the “Company SEC Documents”)) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC DocumentsDocuments and did not, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were it was filed (or, if amended or superseded by a subsequent filingamended, as at the time (and taking into account the content) of the date of the last such amendment or superseding filing prior to the date hereofamendment), 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 made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and or the Securities Act since December 3129, 2009 2008 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date 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 rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date 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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and SEC since the Securities Act since December 31, 2009 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”). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As of SEC and neither the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to Company nor any of the Company SEC Documents. To the Knowledge its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime 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 investigationa non-United States Governmental Authority.

SEC Filings. The Company has filed timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act SEC since March 11, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31, 2009 (the “Company SEC Documents”). As time of their respective filing dates (or, if amended or superseded by a including those that the Company may file subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and or the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such subsequent filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As SEC pursuant to Section 13(a) or 15(d) of the date hereofExchange Act. The Company has Made Available complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC (but that are required to be filed with the SEC) to all Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has Made Available true, there are no outstanding or unresolved comments in 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 March 11, 2004, including but limited to all SEC comment letters from and responses to such comment letters by or on behalf of the SEC staff with respect to any Company. Except as set forth in Section 2.4(a) of the Company SEC Documents. To the Knowledge of the CompanyDisclosure Letter, as of the date hereof, none of the Company SEC Documents is Reports are the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. The Company and 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 SOX 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 Nasdaq Capital Market. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of SOX with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.

SEC Filings. (a) The Company has timely filed with or furnished toto the SEC, as applicableand made available to Parent, the SEC 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 under the Exchange Act Company or any of its Subsidiaries since January 2, 2010 (collectively, together with any exhibits and the Securities Act since December 31schedules thereto and other information incorporated therein, 2009 (the “Company SEC Documents”). . (b) As of their respective its filing dates date (or, if amended or superseded by a subsequent filing, and as of the date of the last such amendment or superseding filing prior any amendment), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof)hereof will comply, 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, and as the Exchange Act, and the rules and regulations case may be. (c) As of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed its filing date (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filing), contained each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof 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. None of . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Company’s Subsidiaries is required to file or furnish any forms1933 Act, reports or other documents with the SEC. As as of the date hereofsuch registration statement or amendment became effective, there did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of Documents and, to the Company, as of the date hereof’s knowledge, none of the Company SEC Documents is the subject of any ongoing SEC review. To the Company’s knowledge, outstanding there are no SEC comment inquiries or outstanding SEC investigationinvestigations pending or threatened, in each case involving the Company or any of its Subsidiaries. (f) Since January 2, 2010, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE.

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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As of the date hereof, 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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 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 filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As of SEC and neither the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to Company nor any of the Company SEC Documents. To the Knowledge its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime 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 investigationa non-United States Governmental Entity.

SEC Filings. The Company has timely filed with or furnished to, as applicable, to 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 so filed or furnished by it under the Exchange Act and the Securities Act since December 31January 1, 2009 2005 (the “"COMPANY SEC DOCUMENTS"). Company has made available to Parent all such Company SEC Documents”Documents (except to the extent such Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to conform in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (the "XXXXXXXX-XXXXX ACT"), as applicable, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 toto the SEC, as applicableon a timely basis, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it under the Exchange Act and Company since January 1, 2008 (such documents, together with any documents filed during such period by the Securities Act since December 31Company with the SEC on a voluntary basis on Current Reports on Form 8-K, 2009 (the “Company SEC Documents”). As of their respective filing dates (dates, or, if amended revised, amended, supplemented or superseded by a subsequent filinglater-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 prior to the date hereof)filing, each of the Company SEC Documents complied 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, and the Exchange Act, and as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (including the SEC thereunder rules and regulations promulgated thereunder, the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents. None , 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s Subsidiaries is Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to file be stated therein or furnish any formsnecessary in order to make the statements therein, reports or other documents with the SEC. As in light of the date hereofcircumstances under which they were made, there are no outstanding not misleading, which individually or unresolved comments in comment letters from the SEC staff with respect aggregate would require an amendment, supplement or corrective filing to any of the such 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 AHAC has 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 under prior to the Exchange Act date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Securities Act since December 31time of filing, 2009 (the “Company AHAC SEC DocumentsReports”), and will file or furnish 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 (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 AHAC SEC Reports”). As Each of the AHAC SEC Reports, as of their respective filing dates (or, if amended or superseded by a subsequent of filing, and as of the date of the last such any amendment or superseding filing prior to that superseded the date hereof)initial filing, complied and each of the Company Additional AHAC SEC Documents complied Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the any rules and regulations promulgated thereunder) applicable to the AHAC SEC Reports or the Additional AHAC SEC Reports (for purposes of the Additional AHAC SEC thereunder applicable Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to such Company SEC Documents. None all information supplied by or on behalf of the Company SEC Documents, including any financial statements, schedules expressly for inclusion or exhibits included or incorporated incorporation by reference therein at the time they were filed (or, if amended or superseded by a subsequent therein). As of their respective dates of filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained AHAC 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 or will be made, as applicable, not misleading. None misleading (for purposes of the Company’s Subsidiaries Additional AHAC SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is required true and correct in all respects with respect to file all information supplied by or furnish any forms, reports on behalf of the Company expressly for inclusion or other documents with the SECincorporation by reference therein). As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company AHAC 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 investigationReports.

SEC Filings. The Company Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Purchaser with the SEC since January 1, 2004. The Purchaser has made available to the Company and Gamida all such forms, reports, and documents in the form filed with the SEC since such date, but not the exhibits and schedules thereto or furnished the documents incorporated therein, by it under virtue of having filed them on the Exchange Act SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. All such required forms, reports and documents (ixxxxxing those that Purchaser may file subsequent to the Securities Act since December 31date hereof until the Closing) are referred to herein as the "PURCHASER SEC REPORTS;" provided, 2009 (that any Purchaser SEC Report shall be deemed to include all amendments to such report through the “Company SEC Documents”)Closing Date. As of their respective filing dates (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Closing Date, then on the date hereofof such filing), each of the Company Purchaser SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Purchaser SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed Reports and (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of , except to the Company’s Subsidiaries is required to file or furnish any forms, reports or other extent corrected by subsequently filed documents with the SEC. As of the date hereof, 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(a) True, as applicable, correct and complete copies of the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents Company’s (including exhibits and all other information incorporated by referencei) required to be filed or furnished by it under the Exchange Act and the Securities Act since annual report on Form 10-K for its fiscal year ended December 31, 2009 2023, (ii) proxy or information statements relating to meetings of, or actions taken without a meeting by, holders of Shares held since January 1, 2022 and (iii) other reports, statements, schedules and registration statements filed with the SEC since January 1, 2022, in each case, as amended (the documents referred to in this Section 4.6(a) being referred to collectively as the “Company SEC Documents”). , are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“EXXXX”). (b) As of their respective filing effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing dates (in the case of all other Company SEC Documents) (or, in each case, if amended or superseded by a subsequent filingsupplemented, as of the effective date or filing date, as applicable, of the last such amendment or superseding filing prior to the date hereofsupplement), each of the Company SEC Documents Document complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, and as the Exchange Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Document, and no Company SEC DocumentsDocument when filed or furnished (or, including any financial statements, schedules or exhibits included or incorporated by reference therein in the case of a registration statement at the time they were filed (or, if amended it was declared effective or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), subsequently amended) 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 made therein, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company’s Subsidiaries Company is required to file or furnish any forms, reports or other documents with the SEC. (c) The Company has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2022. As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received 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. (a) The Company has timely duly filed with or furnished toto the SEC, as applicable, the SEC and made available to Parent (including via EXXXX) 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 Exchange 1933 Act or 1934 Act, as applicable (collectively, together with any exhibits and the Securities Act since December 31schedules thereto or incorporated by reference therein and other information incorporated therein, 2009 (the “Company SEC Documents”). None of the Company SEC Documents is the subject of an outstanding SEC comment letter or outstanding SEC investigation as of the date hereof. (b) As of their respective its filing dates date (or, if amended or superseded by a subsequent filing, and as of the date of the last such any amendment or superseding filing prior to the date hereoffiling), 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, and the Exchange Act, and the rules and regulations as applicable. (c) As of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed its filing date (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such 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. None As of the date of this Agreement, no Subsidiary of the Company is separately subject to the requirement to file reports pursuant to Section 13 or 15(d) of the 1934 Act. (d) Since April 1, 2011, the Company has 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 1000 Xxx) that are designed to provide reasonable assurance that material information relating to the 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 1000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on 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 (i) any “significant deficiencies” and “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or 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 nor any of the Company’s Subsidiaries is required has, since the enactment of the Sxxxxxxx-Xxxxx Act, made any prohibited loans to file any executive officer (as defined in Rule 3b-7 under the 1000 Xxx) or furnish director of any forms, reports Company Entity. (h) No Company Entity has any material liability or other documents with 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 hereofof this Agreement, 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 has less than 300 stockholders 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 investigationrecord.

SEC Filings. The Company XXXX has previously furnished to NxOpinion complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal years ended September 30, 2009, and September 30, 2008, as filed with the Securities and Exchange Commission (“SEC”), and (ii) quarterly report on Form 10-Q for the period ended March 31, 2010. XXXX has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it (the “SEC Filings”) under the Exchange Securities Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”)Exchange Act. As of their respective filing dates (or, if amended XXXX has filed all reports required to be filed by Section 13 or superseded by a subsequent filing, as 15(d) of the date Securities Exchange Act of 1934 during the last such amendment or superseding filing prior to the date hereof), each of the Company preceding 24 months. The SEC Documents Filings were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, and as the rules and regulations of the SEC thereunder applicable to such Company SEC Documentscase may be. None of the Company SEC Documentssuch forms, including reports and statements, including, without limitation, any financial statements, exhibits and schedules or exhibits included or therein and documents incorporated therein by reference therein reference, at the time they were filed (orfiled, if amended declared effective or superseded by a subsequent filingmailed, as of the date of the last such amendment or superseding filing prior to the date hereof)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. None of Except to the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments extent information contained in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the CompanyFilings has been revised, as of the date hereofcorrected or superseded by later-filed such form, report or document, none of the Company SEC Documents is Filings currently contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the subject statements herein, in light of ongoing SEC reviewthe circumstances under which they were made, outstanding SEC comment or outstanding SEC investigationnot misleading.

SEC Filings. The (a) Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2005 (the “Company SEC Documents”). As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein and did not at the time they were filed (oror if amended, if amended restated or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None No Subsidiary of Company is subject to the periodic reporting requirements of the Company’s Subsidiaries is required Exchange Act. Company has made available (including, by making such documents publicly available) to file or furnish any forms, reports or other documents with Purchaser correct and complete copies of all material correspondence between the SEC. As , on the one hand, and Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2005 and prior to the date hereof, 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. (b) Except as set forth in Section 3.6(b) of the Company Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents and the consolidated financial statements as of and for the quarterly period ended June 30, 2008 set forth in Section 3.6(b) of the Company Disclosure Schedule (collectively, the “Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC with respect to unaudited interim financial statements filed on Form 10-Q, Form 8-K or any successor form under the Exchange Act, and (iii) fairly presented, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of Company’s operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end adjustments, and the absence of footnotes). (c) Company has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in Company’s periodic reports filed or submitted 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 material information is accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and, to the Knowledge of Company, such disclosure controls and procedures are effective in timely alerting Company’s principal executive officer and its principal financial officer to material information required to be included in Company’s periodic reports required under the Exchange Act. As of December 31, 2007, Company has concluded, following an evaluation under the supervision and with the participation of Company’s principal executive officer and its principal financial officer of the effectiveness of Company’s disclosure controls and procedures, that Company’s disclosure controls and procedures were effective.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and with the Securities Act since December 31, 2009 and Exchange Commission (the “"SEC") since January 1, 2000. The Company SEC Documents”)has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. As of their respective filing dates All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (or, if amended or superseded by a including those that the Company may file subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each as amended, are referred to herein as the "COMPANY SEC Reports." As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities ActAct of 1933, and the Exchange Act, and as amended (together with the rules and regulations thereunder, the "SECURITIES ACT"), or the Securities and Exchange Act of 1934, as amended (together with the SEC thereunder rules and regulations thereunder, the "EXCHANGE ACT"), as the case may be, applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company’s 's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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. (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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 1998. (the “b) As of its filing date, each Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, Document complied as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, and as the Exchange Act, and the rules and regulations case may be. (c) As of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed its filing date (or, if amended or superseded superceded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the . (d) No Company SEC Documents. To Document filed pursuant to the Knowledge of the Company1933 Act, as amended or supplemented, if applicable, as of the date hereofsuch document or amendment became effective, none contained any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationstatements 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and with the Securities Act since December 31, 2009 and Exchange Commission (the “SEC”) since September 11, 2000. The Company SEC Documents”)has made available to CEP all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. As of their respective filing dates All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (or, if amended or superseded by a including those that the Company may file subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities ActAct of 1933, and the Exchange Act, and as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (together with the SEC thereunder rules and regulations thereunder, the “Exchange Act”), as the case may be, applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 3114, 2009 2007 (the “Company SEC Documents”). The Company has made available to Parent all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActXxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC DocumentsDocuments and did not, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were it was filed (or, if amended or superseded by a subsequent filingamended, as at the time (and taking into account the content of the date of the last such amendment or superseding filing prior to the date hereofamendment), 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 made therein, in light of the circumstances under which they were made, not misleading. None The Company has made available to Parent correct and complete copies of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 14, 2007 and prior to the date hereof. As of the date hereof, 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

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 under with the SEC since February 4, 2021, pursuant to the Exchange Act and or the Securities Act (collectively, as they have been amended since December 31the time of their filing through the date hereof, 2009 (the “Company Acquiror SEC DocumentsFilings”). As Each of their the Acquiror SEC Filings, as of the respective date of its filing dates (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such filing), each of the Company SEC Documents complied was prepared in all material respects in accordance with the applicable requirements of the Securities Act, and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsFilings. 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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, (a) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any the Acquiror SEC Filings and (b) to the knowledge of the Company SEC Documents. To the Knowledge of the Company, as of the date hereofAcquiror, none of the Company Acquiror SEC Documents Filings filed on or prior to the date hereof is the subject of to ongoing SEC review, outstanding SEC comment review or outstanding SEC investigation.

SEC Filings. The Company has timely filed with or furnished toall required registration statements, as applicableprospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since March 31, 2002. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed those that the Company may file or furnished by it under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a furnish subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each as amended, are referred to herein as the "Company SEC Reports." As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed Reports and (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s 's Subsidiaries is is, or has at any time been, required to file or furnish any formsform, reports or other documents with the SEC. As of the date hereof, 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 and none of the Company's Subsidiaries is, as of the date hereofor has at any time been, none of the Company SEC Documents is the subject of ongoing SEC reviewrequired to file or furnish any material forms, outstanding SEC comment reports or outstanding SEC investigationother 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2011 (the “Company SEC Documents”). The Company has made available to Parent all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date 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 rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 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 under with the SEC since January 28, 2022, pursuant to the Exchange Act and or the Securities Act (collectively, as they have been amended since December 31the time of their filing through the date hereof, 2009 (the “Company Acquiror SEC DocumentsFilings”). As Each of their the Acquiror SEC Filings, as of the respective date of its filing dates (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such filing), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsFilings. 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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Acquiror SEC DocumentsFilings. To the Knowledge knowledge of Acquiror, none of the Company, Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 required 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 under with the Exchange Act SEC since July 17, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a may file subsequent filing, as of the date of the last such amendment or superseding filing prior 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 Reports.” As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, to the extent in effect, the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sarbanes Act”) and in each case the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if subsequently amended or superseded by a subsequent filingsupplemented, as of on the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from issued by the staff of 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 Reports nor are there any formal or informal inquiries or investigations into any matter relevant to the Company SEC Documents is by the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationSEC.

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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished (as applicable) by it under the Exchange Act and 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, as have been supplemented, modified or amended since December 31the time of filing, 2009 (collectively, the “Company SEC Documents”). None of the Company Subsidiaries is currently or has, since becoming a Company Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filingprior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereof)amendment, each of the Company SEC Documents complied (or with respect to 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 case may be, the Xxxxxxxx-Xxxxx Act and the Exchange Act, and the applicable rules and regulations of the SEC thereunder applicable and did not (or with respect to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were Documents filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to after the date hereof), 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. . (c) As of the date hereof, there are no outstanding or unresolved comments in comment letters from to the SEC staff with respect to any of the Company SEC Documents. To the Knowledge 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 review or outstanding SEC investigationcomment.

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 under the Exchange Act and Borrowers with the Securities Act since December 31, 2009 (the “Company SEC Documents”)have been so filed. As of their respective filing dates the time it was filed with the SEC: (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), i) each of the Company Borrower SEC Documents complied in all material respects with the applicable requirements of the Securities ActAct of 1933 and the Securities and Exchange Act of 1934, as amended, and the Exchange Act, all other Laws; and the rules and regulations (ii) none of the Borrower SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None The Financial Statements contained in the Borrower SEC Documents comply as to form in all material respects with the published rules and regulations of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documentsapplicable thereto. To the Knowledge knowledge of senior management of the CompanyBorrowers, no material adverse change in the Borrowers’ business or financial condition, taken as of a whole, has occurred since its most recently filed Form 10-Q, except (a) as disclosed in any Borrower SEC Documents filed or amended after the date hereofof such 10-Q, none (b) as disclosed to the Bank, or (c) for any changes in any stock market or trading system (including, without limitation, any change in the value of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationany trading indices with respect thereto).

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 under with the SEC since February 16, 2021, pursuant to the Exchange Act and or the Securities Act (collectively, as they have been amended since December 31the time of their filing including all exhibits thereto through the date hereof, 2009 (the “Company Acquiror SEC DocumentsFilings”). As Each of their the Acquiror SEC Filings, as of the respective filing dates (or, if amended or superseded by a subsequent date of its filing, and as of the date of the last such amendment or superseding filing prior to the date hereof)any amendment, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsFilings. 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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Acquiror SEC DocumentsFilings. To the Knowledge knowledge of Acquiror, none of the Company, Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 Parent 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 under with the Exchange Act and the Securities Act since December 31, 2009 SEC (the “Company "SEC Documents”"), except where such failure to file would not have a Material Adverse Effect on the Parent Shares or the Purchase Promissory Note. True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC ("XXXXX"). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Buyer and of the Parent, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of the CompanyParent’s Subsidiaries is required to file or furnish any forms, reports reports, or other documents with the SEC. As of the date hereof, 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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 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 (“EDXXX”). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 rules and regulations of the SEC thereunder applicable to such Company SEC Documents. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. None To the knowledge of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 review or outstanding SEC investigation. There are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents.

SEC Filings. The (a) Since January 1, 2006, the Company has timely filed (taking into account applicable extensions) with or furnished to, as applicable, the SEC U.S. Securities and Exchange Commission (the “SEC”) all registration statements, prospectusesforms, reports, schedulesstatements, forms, statements schedules and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and Company pursuant to the Securities Act since December 31, 2009 federal securities laws (the “Company SEC DocumentsFilings”). As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Filings: (i) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Exchange Act, and the rules and regulations Xxxxxxxx-Xxxxx Act of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing2002, as of amended (the date of the last such amendment or superseding filing prior to the date hereof“Xxxxxxxx-Xxxxx Act”), contained as applicable; and (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 made therein, in light of the circumstances under which they were made, not false or misleading. None Each of the Company SEC Filings which is filed subsequent to the date of this Agreement and prior to the Effective Time will comply, in all material respects, with the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not false or misleading. To the Company’s Subsidiaries is knowledge, there has been no event, development, or circumstance which would cause the Company to be required to file or furnish amend any forms, reports or other documents of the Company SEC Filings pursuant to the federal securities laws. The Company is in compliance with the SEC. As provisions of the date hereofXxxxxxxx-Xxxxx Act and the rules and regulations thereunder, including Section 404 thereof, and the certifications provided and to be provided pursuant to Sections 302 and 906 thereof are accurate. (b) The Company has previously delivered or made available to Parent or Merger Sub, copies of all comment letters received by the Company from the SEC since December 31, 2006 relating to the Company SEC Filings together with all written responses of the Company thereto. To the Company’s knowledge, there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC staff with respect to any of the Company SEC DocumentsSEC. To the Knowledge of the Company, as of the date hereof’s knowledge, none of the Company SEC Documents Filings is the subject of any ongoing review by the SEC. The Company has previously delivered or made available to the Parent or Merger Sub: (i) its annual report on Form 10-K for the fiscal year ended December 31, 2008; and (ii) all of its other forms, reports, statements, schedules and other documents filed with the SEC reviewunder the Exchange Act since December 31, outstanding 2008 (the items described in clauses (i) and (ii) are collectively referred to as the “Recent Filings”). (c) The records, systems, controls, data and information of the Company are recorded, stored, maintained and operated under means that are under the license or exclusive ownership and direct control of the Company or its accountants, except for any non-license, non-exclusive ownership or non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in the following sentence. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles, consistently applied throughout the periods covered thereby (“GAAP”), including that: (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the assets of the Company; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“Internal Controls”). The Company (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Company is made known to the management of the Company by others within the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC comment Filings, and (y) has disclosed, based on its most recent evaluation as of December 31, 2008, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or outstanding SEC investigationoperation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls. The Company has made available to Parent, true, correct and complete copies of the Audit Committee minutes and materials distributed to the Audit Committee in connection therewith for the period December 31, 2007 through the date of this Agreement.

SEC Filings. The Company Pubco has timely filed with or furnished to, as applicable, the all 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 under the Exchange Act and Company with the Securities Act SEC since December 31, 2009 (2011 together with all exhibits and schedules to the “Company SEC Documents”)foregoing materials. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement), each of the Company SEC Documents Report complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended ("Xxxxxxxx- Xxxxx Act") and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsReport. 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 amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there There are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsReports. To the Knowledge of the Company, as of the date hereofPubco’s best knowledge, none of the Company SEC Documents Reports is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigation.

SEC Filings. The Company Buyer 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 under applicable Law to be filed or furnished by it under with the Exchange Act and SEC since June 14, 2024 (collectively, as they have been amended since the Securities Act since December 31time of their filing, 2009 (including all exhibits thereto through the date hereof, the “Company Buyer SEC DocumentsFilings”). True, correct and complete copies of all Buyer SEC Filings are publicly available in XXXXX. As of their the respective date of its filing dates (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Buyer SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the Buyer SEC Filings, as of the respective date of its filing, and as of the date of the last such amendment or superseding filing prior to the date hereof)any amendment, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company Buyer SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SECFilings. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Buyer SEC DocumentsFilings. To the Knowledge knowledge of Buyer, none of the Company, Buyer SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31October 1, 2009 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, 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. 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As of the date hereof, 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 required 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 under with the Exchange Act SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the Securities Act foregoing have been amended since December 31, 2009 (the “Company SEC Documents”). As time of their respective filing dates (or, if amended or superseded by a including those that the Company may file subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance with, and complied in all material respects with with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and or the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As 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 but which are required to 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 on behalf of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsCompany. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is are the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigation.comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 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 has timely filed with or furnished to, as applicable, the SEC all registration statements(a) All required reports, prospectuses, reportsforms, schedules, forms, proxy statements and other documents (including exhibits and all other information incorporated or registration statements filed by reference) required the Company or any of its Subsidiaries with the SEC in the past three years are collectively referred to be filed or furnished by it under the Exchange Act and the Securities Act since December 31, 2009 (herein as the “Company SEC DocumentsReports”). 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. No Subsidiary of the Company is required to file any report, prospectus, form, schedule, proxy statement or registration statement with the SEC. (b) All Company SEC Reports, as of their respective filing dates (or, if amended or superseded by a subsequent filing, and as of the date of the last such any amendment or superseding filing prior to the date hereofrespective 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 rules and regulations of the SEC thereunder applicable to such Company SEC Documents. promulgated thereunder. (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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 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 under with the SEC since June 16, 2021, pursuant to the Exchange Act and or the Securities Act (collectively, as they have been amended since December 31the time of their filing through the date hereof, 2009 (the “Company Acquiror SEC DocumentsFilings”). As Each of their the Acquiror SEC Filings, as of the respective date of its filing dates (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such filing), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Sxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Company the Acquiror SEC DocumentsFilings. 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, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement or the Closing Date, then on the date of such 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company Acquiror SEC DocumentsFilings. To the Knowledge knowledge of Acquiror, none of the Company, Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 Except as set forth on Section 3.04(a) of the Company Disclosure Letter, 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 under with the Exchange Act and the Securities Act SEC since December 31April 30, 2009 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 filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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 Exchange 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. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Documents at the time they were filed (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the 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. As of the date hereof, 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 Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed with or furnished toall forms, as applicable, the SEC all registration statements, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished by it under the Exchange Act and prior to the Securities Act date hereof by it with the SEC since December 31January 1, 2009 2014 (the forms, documents, statements and reports filed with the SEC since January 1, 2014, including any amendments thereto, the “Company Seller SEC DocumentsReports”). As of their respective filing dates (dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), the Seller SEC Reports complied, and each of the Company Seller SEC Documents complied Reports filed subsequent to the date of this Agreement will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ActSxxxxxxx-Xxxxx Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the SEC thereunder applicable to such Company SEC Documents. None time of filing with the 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, as of to the date of this Agreement contained or will contain, as the last such amendment or superseding filing prior to the date hereof)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. None of , except to the Company’s Subsidiaries is required extent that the information in such Seller SEC Report has been amended or superseded by a later Seller SEC Report filed prior to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 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 under Parent with the Exchange Act SEC since August 9, 2022 and prior to the Securities Act since December 31, 2009 date of this Agreement (the “Company Parent SEC Documents”)) have been so filed or furnished with the SEC on a timely basis. As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of then on the date of such later filing), (i) each of the last Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 NASDAQ, each as in effect on the date such Parent SEC Documents were filed or furnished, and (ii) none of the Parent SEC Documents (as amended or superseded by any amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 knowledge of the Company, as of the date hereofParent, none of the Company Parent SEC Documents is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationinvestigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act SEC since January 1, 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company has previously furnished to Parent a complete and correct copy of the date hereofany amendments or modifications, there are no outstanding or unresolved comments in comment letters from which have not yet been filed with the SEC staff but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with respect the SEC pursuant to any of the Company SEC Documents. To Securities Act or 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 investigationExchange Act.

SEC Filings. The Since May 1, 2010, the Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with, or furnished by it under to, the Exchange Act SEC (all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC DocumentsReports”). As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of Reports, in each case, as in effect on the date such Company SEC DocumentsReport was filed, including any financial statements, schedules or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless corrected in a later filed Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company and each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the date hereofXxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (“SOX”), there are no outstanding or unresolved comments in comment letters from and (ii) the SEC staff with respect to any applicable listing and corporate governance rules and regulations 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 investigationNasdaq.

SEC Filings. (a) The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits all Exhibits, Schedules and all other information incorporated by referenceAnnexes thereto) required to be filed or furnished by it under the Exchange Act and the Securities Act or the Exchange Act, as the case may be, with the SEC since December 31January 1, 2009 1999, including any amendments or supplements thereto (collectively, the “"Company SEC Documents”"). As The Company SEC Documents, as of their respective filing dates dates, (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained i) 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, and (ii) complied in all material respects with the Securities Act or the Exchange Act, each as in effect on the date so filed. None No Company Subsidiary is subject to the periodic reporting requirements of the Company’s Subsidiaries Exchange Act. The Company has previously provided to Parent a true, correct and complete copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, to the extent such amendment or modification is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any be filed thereunder. (b) The management of the Company SEC Documents. To has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Knowledge of Exchange Act) to ensure that material information relating to the Company, as of including the date hereofCompany Subsidiaries, none is made known to the management of the Company SEC Documents is by others within those entities, and (ii) disclosed, based on its most recent evaluation, to the subject Company's outside auditors and the audit committee of ongoing SEC reviewthe Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that, outstanding SEC comment in its good faith judgment, are reasonably likely to materially affect the Company's ability to record, process, summarize and report financial data and (B) any fraud, whether or outstanding SEC investigationnot material, known to management that involves management or other employees who, in each case, have a significant role in the Company's internal control over financial reporting.

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 under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates dates, the Company’s filings with the SEC under the 1934 Act during the two (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing 2) years prior to the date hereofhereof (the “SEC Documents”), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities 1934 Act, and including, without limitation, the Exchange timely filing of all reports required by the 1934 Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statementsand none of the SEC Documents, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of with the date of the last such amendment or superseding filing prior to the date hereof)SEC, 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the The Company SEC Documents. To the Knowledge of the Companyrepresents that, as of the date hereof, none no material event or circumstance has occurred which would be required to be publicly disclosed or announced on a Current Report on Form 8-K, either as of the date hereof or solely with the passage of time by the Company SEC Documents is but which has not been so publicly announced or disclosed, The Company further represents and warrants that it has, to date, and it shall file any reports required to be filed by it under the subject 1933 Act and 1934 Act and shall take such further action as the undersigned holder may reasonably request, to the extent required from time to time to enable such holder to sell the Exercised Warrant Shares without registration under the 1933 Act pursuant to the requirements of ongoing SEC reviewRule 144 under the 1933 Act, outstanding SEC comment including, for the avoidance of doubt, the provision of legal opinions to the Company’s transfer agent, as such rule may be amended from time to time, or outstanding SEC investigation.any similar or successor rule or regulation hereafter adopted by the SEC

SEC Filings. (a) The Company has timely 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 statements, prospectuses, registration statements, correspondence and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and the Securities Act Company since December 31January 1, 2009 (collectively, together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of To the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None knowledge of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 investigationinvestigation as of the date hereof. (b) As of its filing date (and as of the date of any amendment or superseding filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act or 1934 Act, as applicable. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1933 Act or 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since December 31, 2010, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE Amex. (e) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2009, the Company has 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’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 management or other employees who have a significant role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2009. (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, made any prohibited loans to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. (h) Section 4.07(h) of the Company Disclosure Schedule describes, and the Company has made available to Parent copies of the documentation creating or governing, all off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated by the SEC) that existed or were effected by the Company or any of its Subsidiaries since January 1, 2009.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC and made available to Parent true and complete copies of all registration statements, prospectusesforms, reports, schedules, formsregistration statements, proxy statements and other documents (including exhibits all exhibits, schedules and all other information incorporated by referencesupplements) required to be filed or furnished by it under with the Exchange Act and SEC since the Securities Act since December 31, 2009 Applicable Date (the “Company SEC Documents”). As of their respective filing dates (orThe Company SEC Documents, if each as amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied (i) have been prepared in all material respects in accordance and compliance with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documentspromulgated thereunder, including any financial statementsand (ii) did not, schedules when filed or exhibits included or incorporated by reference therein at the time they were filed (or, if as amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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 made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required subject to file or furnish any formsthe periodic reporting requirements of the Exchange Act. The Company has made available to Parent true, reports or other documents with correct and complete copies of all correspondence between the SEC. As , on the one hand, and the Company and any of its Subsidiaries, on the other, since the Applicable Date, including all SEC comment letters and responses to such comment letters by or on behalf of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsCompany. To the Knowledge knowledge of the Company, as of the date hereof, none of the Company SEC Documents is are the subject of ongoing SEC review, outstanding SEC comment review or outstanding or unresolved SEC investigationcomment. 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 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents. 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.

SEC Filings. (a) The Company is an “issuer” as that term is defined under 17 CFR Part 227. The Company is not subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) Except as set forth on Section 4.6(b) of the Company Disclosure Letter, the Company has timely furnished or filed with or furnished toall forms, as applicablereports, the SEC all statements, registration statements, prospectuses, reports, schedules, forms, statements certifications and other documents (including exhibits all exhibits, amendments and all other information incorporated by referencesupplements thereto) required to be furnished or filed or furnished by it under with the SEC pursuant to the Securities Act or the Exchange Act and the Securities Act since December 31January 1, 2009 2021 (collectively, the “Company SEC DocumentsReports”). As Each of their respective filing dates (or, if amended or superseded by a subsequent filingthe Company SEC Reports, as of the date of the last such amendment or superseding filing amended prior to the date hereof)of this Agreement, 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, the Xxxxxxxx-Xxxxx Act and the any rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC DocumentsReports, each as in effect on the date so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing). None of the Company SEC DocumentsReports contained, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were when filed (or, if amended or superseded by a subsequent filingsupplemented prior to the date hereof, as of the date of the last such amendment or superseding filing prior to the date hereof)supplement, 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsReports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents Reports is the subject of to ongoing SEC review, outstanding SEC comment review 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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act since December 31, 2009 SEC (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, and the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. 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 (their respective filing dates or, if amended or superseded by a subsequent filingfiling prior to the date hereof, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 review or outstanding SEC investigationinvestigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. No Company Subsidiary is required to file or furnish any forms, reports, or other documents with the SEC and neither the Company nor any Company Subsidiaries are required to file or furnish any material forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Entity except for the ASX.

SEC Filings. (a) The Company has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedulesstatements, 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 under with the Exchange Act and the Securities Act SEC since December 31, 2009 2016 (collectively, the “Company SEC Documents”). . (b) As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the 1933 Act) and as of their respective filing dates (in the case of all other applicable Company SEC Documents), or, if amended or superseded by a subsequent filingfiling made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date hereof)of 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, and as the Exchange Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Documents and in effect at the time they were 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 so filed. (c) As of their respective filing dates (or, if amended or superseded by a subsequent filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior with respect to the date hereofdisclosures 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. . (d) As of the date hereofof this Agreement, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to any of the Company SEC Documents. To Documents and (ii) to the Knowledge knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act or is otherwise required to file any periodic forms, outstanding SEC comment reports, schedules, statements or outstanding SEC investigationother documents with the SEC.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act SEC since January 1, 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared (other than preliminary proxy materials) in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As 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 date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsCompany. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. The Company and, to the Knowledge of the Company, 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 pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the New 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 and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it under the Exchange Act and Company since October 1, 2006 (such documents, together with any documents filed during such period by the Securities Act since December 31Company with the SEC on a voluntary basis on Current Reports on Form 8-K, 2009 (the “Company SEC Documents”). As of their respective filing dates (dates, or, if amended revised, amended, supplemented or superseded by a subsequent filinglater-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 prior to the date hereof)filing, each of the Company SEC Documents complied 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, and the Exchange Act, and as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the SEC thereunder rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents. None , 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s Subsidiaries is Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to file be stated therein or furnish any formsnecessary in order to make the statements therein, reports or other documents with the SEC. As in light of the date hereofcircumstances under which they were made, there are no outstanding not misleading, which individually or unresolved comments in comment letters from the SEC staff with respect aggregate would require an amendment, supplement or corrective filing to any of the such 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 To the knowledge of the Company, the Company has 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 under with the Exchange Act and the Securities Act SEC since December 311, 2009 2004. All such required forms, reports and documents, and all exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by the Company after the date hereof) are referred to herein as the “Company SEC Documents”). As Reports.” Except as set forth on Section 3.8(a) of the Company Disclosure Schedules, to the knowledge of the Company, as of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, and Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to promulgated thereunder, and (ii) did not at the time each such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were Report was filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof)of this Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries of the Company is required to file or furnish any forms, reports or other documents with the SEC. As The Company has heretofore furnished to Parent a true and complete copy of the date hereofany amendments or modifications, there are no outstanding or unresolved comments in comment letters from which have not yet been filed with the SEC staff with respect but which are required to any of be filed, to forms, reports and documents which previously had been filed by the Company with the SEC Documents. To pursuant to the Knowledge of Securities Act or 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 investigationExchange Act.

SEC Filings. The Company BVI has timely filed with or furnished to, as applicable, the SEC all registration material forms, 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 under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), hereof under each of the Company SEC Documents 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with the all applicable requirements of the Securities Act, and the Exchange Act, applicable Act and the rules and regulations thereunder, and (b) none of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documentswhich, as amended, if applicable, 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, as of the date of the last such amendment or superseding filing prior to the date hereof), contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None True and correct copies of the Company’s Subsidiaries is required to file or furnish any forms, statements, reports or other and documents filed by BVI with the SECSEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. As The consolidated statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI included in the BVI SEC Reports (the "BVI Financial Statements") complied as to form in all material respects with applicable accounting requirements and the rules and regulations of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any thereto, are in accordance with the books and records of BVI, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and present fairly the Company SEC Documents. To the Knowledge consolidated financial position of the Company, BVI and its subsidiaries as of their respective dates, and the date hereof, none consolidated results of their operations and their cash flows for the Company periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationReports.

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 under the Securities Act or the Exchange Act since January 1, 2017 (all such registration statements, prospectuses, reports, schedules, forms, statements and other documents filed or furnished by the Securities Act Company since December 31January 1, 2009 (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”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofof this Agreement), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated 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, as of the date of the last such amendment or superseding filing prior to the date hereofof 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. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As SEC other than as part of the date hereof, there 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 any of the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Since January 1, outstanding 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 Act with respect to the Company SEC comment or outstanding SEC investigationDocuments, 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December October 31, 2009 2001. The Company has delivered or made available to the Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a may file subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended, and the applicable rules and regulations thereunder (collectively, the “Securities Act”), or the Exchange Act, as the case may be, the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof)of this Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company’s Company Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of Notwithstanding the date hereofforegoing, there are the Company makes no outstanding representation or unresolved comments in comment letters from the SEC staff warranty with respect to information supplied by or on behalf of the Parent or the Merger Sub that is contained in any of the Company SEC Documents. To the Knowledge foregoing documents, or which either 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 investigationthem failed to supply.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act SEC since January 1, 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Documents”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared (other than preliminary proxy materials) in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As 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 date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC DocumentsCompany. To the Knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment review or outstanding SEC investigationcomment. The Company and, to the Knowledge of the Company, 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 pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC otherwise transmitted all required registration statements, prospectuses, certifications, reports, schedules, forms, statements and other documents (including all exhibits and all other information incorporated by reference, amendments and supplements thereto) required to be filed or furnished by it under with the Exchange Act SEC since May 28, 2014. The Company has made available to Globe all such registration statements, prospectuses, certifications, reports, schedules, forms, statements and other documents in the Securities Act since December 31form filed with the SEC that are not publicly available through the SEC’s XXXXX database. All such required registration statements, 2009 (prospectuses, certifications, reports, schedules, forms, statements and other documents are referred to herein as the “Company SEC DocumentsReports”). As of their respective filing dates (dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof)filing, each of the Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsReports. None All Company SEC Reports (i) were filed on a timely basis, (ii) at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsReports, including any financial statements, schedules or exhibits included or incorporated by reference therein and (iii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is required to file or furnish any formsform, reports report, registration statement, prospectus or other documents document with the SEC. The Company has heretofore made available to Globe correct and complete copies of all material correspondence with the SEC that is not publicly available through the SEC’s XXXXX database. As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters from issued by the staff of the SEC staff with respect to any of the Company SEC Documents. To Reports or the Knowledge of SIC with respect to 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 investigationWaiver.

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 under the Exchange Act and the Securities Act Company SEC Documents since December 31January 1, 2009 (the “Current Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Current Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder applicable to such Current Company SEC Documents. None Other than as described in the Current Company SEC Documents, none of the Current 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, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None Other than as described in the Current Company SEC Documents, each of the Company’s Subsidiaries is required consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Current Company SEC Documents have been prepared in accordance with United States generally accepted accounting principles, as in effect from time to file time, applied on a consistent basis during the periods involved (except as may be indicated therein or furnish any forms, reports or other documents with in the SECnotes thereto). As of the date hereofof this Agreement, there are no outstanding neither the Company nor any of its subsidiaries has any pending or unresolved comments in comment letters from the SEC staff or any other governmental entity with respect to any of the Current 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 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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 2014 (the “Company "Buyer SEC Documents”"). As Buyer has made available to Seller all such Buyer SEC Documents that it has so filed or furnished prior to the date hereof. 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, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, and the Securities Exchange ActAct of 1934, as amended, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Documents. None To the knowledge of Buyer’s management and board of directors, 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, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Buyer 's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December July 31, 2009 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”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Xxxxxxxx-Xxxxx Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

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 and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it under the Exchange Act and 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 December 31August 1, 2009 (2014, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company’s Subsidiaries is currently or has, since becoming a Subsidiary of the Company been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filingprior to the Agreement Date, as of the date of the last such amendment or superseding filing prior to the date hereof)amendment, each of the Company SEC Documents 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 Exchange Act, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documents. 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None . (c) As of the Agreement Date, to the knowledge of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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, review or outstanding SEC comment or outstanding SEC investigationother governmental inquiries or investigations regarding the accounting practices of the Company.

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 under with the Exchange Act and the Securities Act SEC since December 31January 1, 2009 1998 (the “Company "Buyer SEC Documents”"). As Buyer has made available to Seller all such Buyer SEC Documents that it has so filed or furnished prior to the date hereof. 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, as of the date of the last such amendment or superseding filing prior to the date 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 rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Documents. None To the knowledge of Buyer's management and board of directors, 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, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None of the Company’s Buyer 's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 FMFK has timely filed with or furnished to, as applicable, the SEC true and complete copies of all registration statements, prospectusesforms, reports, schedules, forms, statements schedules and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and or the Securities Act since December 31January 1, 2009 2000 (as such documents have been amended since the “Company time of their filing, collectively, the "FMFK SEC Documents”"). As of their respective filing dates (or, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing prior to the date hereof)amendment, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company FMFK SEC Documents, including including, without limitation, any financial statements, schedules statements or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained a) 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. None misleading and (b) complied in all material respects with the applicable requirements of the Company’s Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in FMFK SEC Documents were prepared in accordance with GAAP consistently applied (except as may be otherwise indicated in the notes thereto), and fairly present the financial position of FMFK as at the dates thereof and its results of operations and cash flows for the periods indicated. Except as set forth in Section 4.8 of FMFK's Disclosure Schedule, none of FMFK's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As Additionally, since the adoption of the date hereofSarbanes-Oxley Act of 2002 ("Saxxxxxx-Xxxxx") and to the extxxx xxxx XXXX is subject to Sarbanes-Oxley, there are no outstanding or unresolved comments in comment letters from FMFK has complixx xx xxx xxxxrial respects with the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Companyapplicable laws, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationrules and regulation under Sarbanes-Oxley.

SEC Filings. The Company has filed on a timely filed with or furnished to, as applicable, the SEC basis all required registration statements, prospectuses, reports, schedules, forms, statements statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with, or furnished by it under to, the Exchange Act SEC since January 1, 2008 (all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Securities Act since December 31, 2009 (Company may file subsequent to the date hereof) are referred to herein as the “Company SEC DocumentsReports”). As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC DocumentsReports, including any financial statements, schedules or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any Each executive officer of the Company SEC Documents. To the Knowledge has made all of the Companycertifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such Act, and the statements contained in such certifications are true and accurate as of the date hereof, none . The Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigationThe NASDAQ Capital Market.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31, 2009 2001. 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”). Reports.” As of their respective filing dates (ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As The Company has previously furnished to Parent a complete and correct copy of the date hereofany amendments or modifications, there are no outstanding or unresolved comments in comment letters from which have not yet been filed with the SEC staff but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with respect the SEC pursuant to any of the Company SEC Documents. To Securities Act or 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 investigationExchange Act.

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 and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it under the Exchange Act and Company since October 1, 2006 (such documents, together with any documents filed during such period by the Securities Act since December 31Company with the SEC on a voluntary basis on Current Reports on Form 8-K, 2009 (the “Company SEC Documents”). As of their respective filing dates (dates, or, if amended revised, amended, supplemented or superseded by a subsequent filinglater-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 prior to the date hereof)filing, each of the Company SEC Documents complied 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, and the Exchange Act, and as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (including the SEC thereunder rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents. None , 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, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. None of the Company’s Subsidiaries is Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to file be stated therein or furnish any formsnecessary in order to make the statements therein, reports or other documents with the SEC. As in light of the date hereofcircumstances under which they were made, there are no outstanding not misleading, which individually or unresolved comments in comment letters from the SEC staff with respect aggregate would require an amendment, supplement or corrective filing to any of the such 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. (a) The Company has timely filed with or furnished toto the SEC, as applicable, the SEC and made available to Parent (including via EXXXX) all registration statements, prospectuses, reports, schedules, forms, statements statements, prospectuses, registration statements, correspondence and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under the Exchange Act and the Securities Act Company since December 31January 1, 2009 (collectively, together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of To the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding 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 light of the circumstances under which they were made, not misleading. None knowledge of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date hereof, 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 investigationinvestigation as of the date hereof. (b) As of its filing date (and as of the date of any amendment or superseding filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act or 1934 Act, as applicable. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1933 Act or 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since December 31, 2010, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE Amex. (e) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (f) Since January 1, 2009, the Company has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls 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 management or other employees who have a significant role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2009. (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 1000 Xxx) or director of the Company. The Company has not, since the enactment of the Sxxxxxxx-Xxxxx Act, made any prohibited loans to any executive officer (as defined in Rule 3b-7 under the 1000 Xxx) or director of the Company. (h) Section 4.07(h) of the Company Disclosure Schedule describes, and the Company has made available to Parent copies of the documentation creating or governing, all off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated by the SEC) that existed or were effected by the Company or any of its Subsidiaries since January 1, 2009.

SEC Filings. The Company Giga 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 schedules thereto and all other information incorporated by reference) required to be filed or furnished by it under with the Exchange Act and the Securities Act SEC since December 31August 1, 2009 2018 (the “Company Giga SEC Documents”). True, correct, and complete copies of all Giga SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“EXXXX”). To the extent that any Giga SEC Document available on EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Giga has made available to BitNile the full text of all such 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 filingfiling prior to the Effective Date, as of the date of the last such amendment or superseding filing prior to (and, in the date hereofcase 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, and the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Giga SEC Documents. None of the Company Giga 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 filingfiling prior to the Effective Date, as of the date of the last such amendment or superseding filing prior to the date hereoffiling), 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. To the Knowledge of Giga, none of the Giga SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. There are no outstanding or unresolved comments received from the SEC with respect to any of the Giga SEC Documents. None of the CompanyGiga’s Subsidiaries is required to file or furnish any forms, reports reports, or other documents with the SEC. As of the date hereof, 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.