Common use of SEC Filings Clause in Contracts

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act

SEC Filings. (a) Parent or Parent OP has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it Parent or Parent OP, respectively, with the SEC since January 1December 31, 2017 2016 (collectively, the “Parent SEC Documents”). True, correct, and complete copies . (b) As of all their respective effective dates (in the case of Parent SEC Documents that are publicly available on ▇▇▇▇▇. To registration statements filed pursuant to the extent that any Parent SEC Document available on ▇requirements of the ▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As ▇▇▇) and as of their respective filing dates (in the case of all other applicable Parent SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)this Agreement, each of the Parent SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable requirements of the Securities 1934 Act and the 1933 Act, as the Exchange Actcase may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents and in effect at the time it was filed and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the date it was so filed. None . (c) As of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingfiling with respect to the disclosures that are amended), none of the Parent 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. To . (d) As of the Knowledge date of this Agreement, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the Parent SEC Documents and (ii) to the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of an ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from review. (e) No Subsidiary of Parent other than Parent OP is subject to the SEC with respect to any periodic reporting requirements of the Parent SEC Documents. None of Parent’s Subsidiaries 1934 Act or is otherwise required to file or furnish any periodic forms, reports, schedules, statements or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent (a) Since January 1, 2019, Seller has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (documents, including any exhibits and all other information incorporated by reference) thereto, required to be filed or furnished by it with the SEC since January 1, 2017 Securities and Exchange Commission (the “Parent SEC”) relating to the Acquired Companies, together with any amendments, restatements or supplements thereto (collectively, the “SEC DocumentsReports”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as As of the date of hereof, there are no outstanding SEC comments from the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted SEC with respect 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 misleadingSEC Reports. To the Knowledge of ParentSeller, none of the Parent SEC Documents Reports filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of date hereof. (b) Seller has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Seller’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Seller in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (c) Since January 1, 2018, Seller’s principal executive officer and its principal financial officer have disclosed to Seller’s auditors and the audit committee of the Seller Board, and have disclosed in the SEC Reports, all known (i) significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely and materially affect Seller’s ability to record, process, summarize and report financial information, (ii) material weaknesses in the design and operation of internal controls over financial reporting and (iii) any fraud, whether or not material, that involves the management or other employees who have a significant role in Seller’s internal controls over financial reporting. Seller has materially complied with or substantially addressed such deficiencies, material weaknesses and/or fraud. Seller maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

SEC Filings. (a) Parent has timely filed with or furnished to, as applicable, to the SEC all registration statements, prospectuses, reports, schedules, forms, statementsSEC, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company (via E▇▇▇▇) all Parent SEC Documents. None of the full text of all such Parent SEC Documents that it has so filed is the subject of an outstanding SEC comment letter or furnished with outstanding SEC investigation as of the SEC. date hereof. (b) As of their respective its filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, (and as of the date of the last such any amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent SEC Documents complied Document complied, and each Parent SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act or 1934 Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations as applicable. (c) As of the SEC thereunder applicable to such Parent SEC Documents on the its filing date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding filing), contained each Parent 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. To the Knowledge As of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement Agreement, no Subsidiary of Parent is separately subject to 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 Parent SEC Documents. None of Parent’s Subsidiaries is required requirement to file or furnish any forms, reports, or other documents with the SEC reports pursuant to Section 13 or 15 15(d) of the Exchange 1934 Act. (d) Since June 6, 2013, Parent has complied in all material respects with the applicable listing and corporate governance requirements of the NYSE. (e) The Parent Entities have established and maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the 1▇▇▇ ▇▇▇) that are designed to provide reasonable assurance that material information relating to the Parent Entities, required to be included in reports under the 1934 Act, is made known to the chief executive officer and chief financial officer of Parent by others within those entities. (f) The Parent Entities have established and maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1▇▇▇ ▇▇▇) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Parent’s auditors and audit committee and, to Parent’s knowledge, Parent’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 Parent’s internal controls and procedures which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in internal controls. (g) No Parent Entity has any material liability or obligation that could be classified as an “off-balance sheet” arrangement under Item 303 of Regulation S-K promulgated by the SEC. (h) No Parent Entity has made any loan to a director or an executive officer (as defined in Rule 3b-7 under the 1▇▇▇ ▇▇▇) of Parent prohibited by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. (a) Since April 1, 2005 and through the date of this Agreement, the Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, required reports and forms and other documents (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC DocumentsFilings”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended (and without giving effect to any amendments or superseded by a subsequent filing prior to modifications filed after the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyClosing Date), the Parent SEC Filings complied (and each of the Parent SEC Documents complied filings filed after the date of this Agreement but prior to the Closing Date, will comply) as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents on the date it was filedFilings. None As of the their respective filing dates, each Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were Filing filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as Agreement pursuant to the Securities Act or the Exchange Act did not (or in the case of Parent SEC Filings filed after the date of this Agreement but prior to the last such amendment or superseding filing)Closing Date, contained 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 thereinstatements, in the light of the circumstances under which they were made, not misleading. To the Knowledge . (b) Each of Parent, none ’s consolidated statements of financial condition or balance sheets included in or incorporated by referenced into the Parent SEC Documents Filings, including related notes and schedules, fairly presented in all material respects (or, in the case of Parent SEC Filings filed on or prior to after the date of this Agreement is but prior to the subject Closing Date, will fairly present in all material respects) the consolidated financial position of ongoing SEC review or outstanding SEC investigation Parent and there are no outstanding or unresolved comments received from the SEC with respect to any its Subsidiaries as of the date of such balance sheet and each of the Parent’s consolidated statements of income, cash flows and changes in stockholders’ equity included in or incorporated by reference into Parent SEC Documents. None Filings, including any related notes and schedules, fairly presented in all material respects (or, in the case of Parent’s Parent SEC Filings filed after the date of this Agreement but prior to the Closing Date, will fairly present in all material respects) the consolidated results of operations, cash flows and changes in stockholders’ equity, as the case may be, of Parent and its Subsidiaries is required for the periods set forth therein (subject, in the case of unaudited statements, to file or furnish any formsnormal year-end audit adjustments), reportsin each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except, or other documents with in the SEC pursuant to Section 13 or 15 case of unaudited statements, for the Exchange Actabsence of notes).

SEC Filings. Parent The Company has timely filed with or furnished to, as applicable, been able to review on the SEC all website Parent’s SEC filings, including each registration statementsstatement, prospectusesreport, reports, schedules, forms, statementsregistration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the 1933 Act), and other filings. Parent will furnish or make available to the Company true and complete copies of any additional documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1by Parent after the date hereof and prior to the Closing (collectively, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all The Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates orSEC since March 2, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents 2010 complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, 1934 Act and the 1933 Act. Parent has timely filed with the SEC all filings required by the 1934 Act and the 1933 Act since March 2, 2010 and has provided all certifications of its officers which are required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of promulgated in connection therewith, as such rules and regulations have been enacted by the SEC thereunder applicable SEC. All documents required to such be filed as exhibits to the Parent SEC Documents on the date it was filedhave been so filed since March 2, 2010, and all material contracts so filed as exhibits are in full force and effect, except those which have expired or been terminated in accordance with their terms, and Parent is not in material default thereof. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)their respective dates, filed since March 2, 2010 contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. To ; provided, however, that Parent makes no representations or warranties as to the Knowledge of Parent, none of the information contained in or omitted from Parent SEC Documents filed in reliance upon and in conformity with information furnished to Parent by or on or prior behalf of counterparties 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 material contracts included in the Parent SEC Documents. None of ; and provided further that, to Parent’s Subsidiaries is current Knowledge, all Parent SEC Filings prior to March 2, 2010 did not contain any untrue statement of a material fact or omit to state a material fact required to file be stated therein or furnish any formsnecessary in order to make the statements made therein, reports, or other documents with the SEC pursuant to Section 13 or 15 in light of the Exchange Actcircumstances under which they were made, not misleading.

SEC Filings. Parent The Industrea has since June 29, 2017 timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC SEC, pursuant to the Exchange Act or the Securities Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 2017 (the “Parent Industrea SEC DocumentsReports”). TrueEach of Industrea SEC Reports, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text respective date of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective its filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementamended, as of the date of the last such amendment or superseding filing (andmost recent amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent Industrea SEC Documents on the date it was filedReports. None As of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the respective date of this Agreementits filing or most recent amendment, as of the date of the last such amendment or superseding filing), no Industrea SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to Industrea SEC Reports. Except for information supplied by the Company (as to which Industrea makes no representation), none of the information supplied by the Industrea Parties for inclusion in the Registration Statement will, in the case of the definitive proxy statement/prospectus included therein (and any amendment or supplement thereto), at the date of mailing of such definitive proxy statement/prospectus (and any amendment or supplement thereto) and at the time of Industrea Stockholder Meeting, and, in the case of the Registration Statement, at the time the Registration Statement is declared effective by the SEC, at the time of Industrea Stockholder Meeting and at the Concrete Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2020 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on E▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant and neither Parent nor any of its Subsidiaries is required to Section 13 file or 15 furnish any forms, reports, or other documents with any securities regulation (or similar) regime of the Exchange Acta non-United States Governmental Entity.

SEC Filings. (a) Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and statements or other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with under the SEC Securities Act or the Exchange Act, as the case may be, since January 1, 2017 2008 (collectively, the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Each Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, (a) as of the date of the last such amendment or superseding filing (andits date, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, as in effect on the date so filed and (b) did not, at the time it was filed (or, if subsequently amended or supplemented, at the time of such amendment or supplement), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of Parent is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC staff with respect to any of the Parent SEC Documents. Parent has made available to the Company correct and complete copies of any amendments or modifications which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. (b) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f) of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of its Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, or to the knowledge of Parent, alleged fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Parent has not identified any material weaknesses in the design or operation of its internal controls over financial reporting, and to the knowledge of Parent, there is not any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Parent SEC Documents were, at the time of their respective filing or submission, accurate and complete and complied in all material respects as to form and content with Applicable Law. (c) Since January 1, 2008, neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any Representatives of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the knowledge of Parent, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Representatives to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent. To the knowledge of Parent, no employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation by Parent or any of its Subsidiaries or their employees of any Applicable Law. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActNASDAQ.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2019, (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) Parent 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 filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”. (b) As of its filing date (and as of the date of any amendment). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any each Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwisecomplied, the Company has made available to the Company the full text of all such and each Parent SEC Documents that it has so Document filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAmended and Restated Merger Agreement will comply, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the 1934 Act, as the Exchange case may be. (c) As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Amended and Restated Merger Agreement, on the date of such filing), except as may have been corrected by any subsequent filing prior to the date of this Amended and Restated Merger Agreement, the Parent SEC Documents filed pursuant to the 1934 Act did not, and the Parent SEC Documents filed subsequent to the date of this Amended and Restated Merger Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Except as may have been corrected by any subsequent filing, each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) As of the date of this Amended and Restated Merger Agreement, there are no outstanding or unresolved comments received from the SEC with respect to the Parent SEC Documents. To Parent’s knowledge, as of the date of this Amended and Restated Merger Agreement, none of the Parent SEC Documents is the subject of any ongoing SEC review or investigation. (f) Parent has complied in all material respects with (i) all current listing and corporate governance rules and regulations of the NYSE and (ii) all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the 1934 Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. Such disclosure controls and procedures are reasonably effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. For the purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Since January 1, 2014, Parent, under the supervision of its principal executive officer and principal financial officer, has established and maintained a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date of this Amended and Restated Merger Agreement, to Parent’s auditors and audit committee of Parent’s Board of Directors (x) all “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to Parent prior to the date of this Amended and Restated Merger a summary of any such disclosure made by management to Parent’s auditors and audit committee of Parent’s Board of Directors since January 1, 2014. (i) There are no outstanding loans or other extensions of credit including in the form of a personal loan (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) made by Parent to any Executive Officer or director of Parent. Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2014. (j) Since January 1, 2014, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules statements contained in any such certifications were, or will be, when made complete and regulations correct. (k) Since January 1, 2014, no Executive Officer or director of Parent has received from any former or current auditor, accountant, consultant or representative of Parent or any Governmental Authority written notice of, any material complaint or allegation, whether written or oral, that Parent has engaged in material improper accounting practices. No attorney representing Parent has reported to the current Board of Directors of Parent or any committee thereof or to any current director or Executive Officer of Parent evidence of a material violation of United States or other securities laws or material breach of fiduciary duty by Parent or any of its officers or directors. (l) To Parent’s knowledge, no employee is providing, or since January 1, 2014 has provided, information to any law enforcement agency regarding any conduct which the employee reasonably believes constitutes a violation of, nor filed, caused to be filed, testified, participated in, or otherwise assisted in a proceeding relating to an alleged material violation of, chapter 63 of title 18, United States Code, sections 1341, 1343, 1344, or 1348, any rule or regulation of the SEC thereunder applicable SEC, or any provision of Federal law relating to fraud against shareholders as described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Parent. (m) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of Parent, Parent SEC Documents on is not a party to any off-balance sheet contract or other “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the date it was filed. None SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. (i) Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January April 1, 2017 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents Reports (A) were prepared in accordance with, and complied as to form in all material respects with with, the applicable requirements of the Securities Act, Act or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent 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 filing prior to and in the date case of this Agreementregistration statements, as of the date of the last such amendment or superseding filing), 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. To , except in the Knowledge case of Parent, none each of the preceding clauses (A) and (B) to the extent corrected: (1) in the case of Parent SEC Documents Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Parent SEC Report; and (2) in the case of Parent SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Parent SEC Report. As of the date hereof, none of the Parent SEC Reports is the subject of outstanding SEC comments or, to Parent’s Knowledge, ongoing SEC review review. (ii) Parent has Made Available to the Company true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, since January 1, 2006, including all SEC comment letters and responses to such comment letters by or outstanding SEC investigation on behalf of Parent. (iii) Each of the principal executive officer of Parent and there are no outstanding the principal financial officer of Parent (or unresolved comments received from each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the SEC Exchange Act or Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any Parent SEC Reports. For purposes of the Parent SEC Documents. preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (iv) None of Parent’s Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) Parent has timely filed with or furnished to, as applicable, to 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 with or furnished by it with to the SEC by Parent since January 1, 2017 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so ) filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement complied, as of and each Parent SEC Document filed subsequent to the date of the last such amendment or superseding filing (andthis Agreement will comply, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities NYSE, the 1933 Act, the Exchange Act, 1934 Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and as the rules and regulations case may be. (c) As of the SEC thereunder applicable to such Parent SEC Documents on the its filing date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment or superseding filing), contained each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (f) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). To Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the Knowledge periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (g) Parent and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, none based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent SEC Documents filed on (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Parent has made available to the Company prior to the date of this Agreement is any disclosure of the subject type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of ongoing SEC review the principal executive officer and principal financial officer of Parent (or outstanding SEC investigation each former principal executive officer and there are no outstanding or unresolved comments received from principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC with respect to and the NYSE, and the statements contained in any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actsuch certifications are true and complete.

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

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2018 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents Reports (i) were prepared in accordance with, and complied as to form in all material respects with with, the applicable requirements of the Securities Act, Act or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To , except to the Knowledge extent revised: (A) in the case of Parent, none of the Parent SEC Documents Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Parent SEC Report; and (B) in the case of Parent SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing of the applicable amending or superseding Parent SEC Report. Parent has Made Available to the Company true, correct and complete copies of all material correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of Parent. To Parent’s Knowledge, as of the date hereof, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation comment. Each of the principal executive officers of Parent and there are no outstanding the principal financial officer of Parent has made all certifications required by Rule 13a-14 or unresolved comments received from Rule 15d-14 under the SEC Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any Parent SEC Reports. For purposes of the Parent SEC Documents. None preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act2002.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1SEC. All such registration statements, 2017 prospectuses, reports, schedules, forms, statements, and other documents, as amended at least three (3) days prior to the Effective Date are referred to herein as the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementEffective Date, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementEffective Date, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none None of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s 's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) The Target and the Company acknowledge that: (i) the Parent has timely filed with or furnished to, as applicable, will be required to file tender offer documents and Quarterly and Annual reports that will be required to contain information about the SEC all transactions contemplated by this Agreement; (ii) the Purchaser will be required to file a registration statements, prospectuses, reports, schedules, forms, statements, statement on Form S-4 that will be required to contain information about the transactions contemplated by this Agreement; and (iii) the Parent will be required to file Current Reports on Form 6-K to announce the transactions contemplated hereby and other documents significant events that may occur in connection with such transactions. (including exhibits and all other information incorporated by referenceb) required to be filed or furnished by it In connection with any filing the Parent makes with the SEC since January 1that requires information regarding the Target Companies, 2017 the Business or any transactions contemplated by this Agreement to be included, the Target, the Company, the Subsidiaries and the Manager will, and will use their best efforts to cause their Affiliates, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use their best efforts to (i) cooperate with the Parent and the Purchaser, (ii) respond to questions about the Target Companies and the Target Stockholders required in any filing or requested by the SEC, and (iii) provide any information requested by Parent, Purchaser or their representatives in connection with any filing with the SEC. (c) Prior to the Closing Date, Parent will provide the holders of the outstanding Parent Ordinary Shares (the “Parent SEC DocumentsOffering Shares”) with the opportunity to redeem such Offering Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Parent’s Trust Account, including interest but net of taxes payable, divided by the number of outstanding Offering Shares, subject to certain limitations described in the Prospectus (the “Tender Offer”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To There will be no redemption rights upon the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as consummation of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated transaction contemplated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of Parent Warrants (except as set forth in Section 9.6(a)(i)), the Parent SEC DocumentsSponsor/Underwriter Warrants or the Parent UPOs. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents The Tender Offer will be conducted in accordance with applicable tender offer rules promulgated by the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent Vinings has timely filed with or furnished to, as applicable, with the SEC all registration statements, prospectusesproxy statements and other statements, reports, schedules, forms, statements, forms and other documents (including exhibits all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (2017. All such registration statements, proxy statements, and other statements, reports, schedules, forms and other documents, as amended prior to the date of this Agreement, and those that Vinings may file or furnish with the SEC after the Effective Date until the Closing, are referred to herein as the “Parent Vinings SEC Documents”). True, correct, and complete copies of all Parent the Vinings SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SECavailable. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Vinings SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, and the rules and regulations of the SEC thereunder applicable to such Parent Vinings SEC Documents on the date it was filedDocuments. None of the Parent Vinings SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge knowledge of ParentVinings, none of the Parent Vinings 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 Parent Vinings SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent has timely filed with or furnished to, as applicableappliable, the SEC all registration statements, prospectusesforms, reports, schedulesstatements (including registration statements), forms, statements, certifications and other documents (including exhibits and all other information incorporated by referenceexhibits, amendments or supplements thereto) required to be filed or furnished by it with or to the SEC since January 1, 2017 2021 (the “Parent SEC DocumentsReports”). True, correct, on a timely basis or has received a valid extension of such time of filing or furnishing and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment has filed or otherwise, the Company has made available to the Company the full text of all furnished such Parent SEC Documents that it has so filed or furnished with Reports prior to the SEC. As expiration of any such extension, including all audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries on Form 10-K and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries on Form 10-Q, all of which have complied, as to form, as of their respective filing dates or, (or if amended or superseded by a subsequent filing or amendment prior to the date of this Agreement, as then at the time of the date of the last such filing or amendment or superseding filing (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetingsmailing, respectively), each of the Parent SEC Documents complied as to form in all material respects with the all applicable requirements of the Securities Act, the Exchange Act, Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, and in each case, the rules and regulations of the SEC thereunder applicable to promulgated thereunder. None of such Parent SEC Documents on the date it was filed. None of the Parent SEC DocumentsReports, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were so filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)furnished, 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. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report. To the Knowledge of Parent, none as of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in comment letters received by Parent from the SEC with respect to any the Parent SEC Reports and none of the Parent SEC DocumentsReports is the subject of ongoing SEC review. None As of the date of this Agreement, none of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents periodic reports with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. (a) Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it since September 30, 2000 under the 1933 Act and 1934 Act. Parent has made available to the Company (i) its annual report on Form 10-K for its fiscal year ended September 30, 2002, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended December 31, 2002 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) its proxy or information statements relating to meetings of or actions taken without a meeting by Parent’s stockholders held since September 30, 2002, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1September 30, 2017 2002 (collectively, the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. . (b) As of their respective its filing dates date or, if amended or superseded superceded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)filing, each of the Parent SEC Documents complied Document complied, and each Parent SEC Document filed after the date hereof and prior to the Closing will comply as to form in all material respects with the applicable requirements of the Securities 1933 Act and 1934 Act, as the Exchange Actcase may be. (c) As of its filing date, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded superceded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of such filing) each Parent SEC Document filed pursuant to the last such amendment or superseding filing)1934 Act did not, contained and each Parent SEC Document filed after 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. To . (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge of Parent1933 Act, none as of the Parent SEC Documents filed on date such registration statement or prior amendment became effective, did not contain any untrue statement of a material fact or omit to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to state any of the Parent SEC Documents. None of Parent’s Subsidiaries is material fact required to file be stated therein or furnish any forms, reports, or other documents with necessary to make the SEC pursuant to Section 13 or 15 of the Exchange Actstatements therein not misleading.

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

SEC Filings. Parent (a) ASSAC is a “foreign private issuer” (as such term is defined in Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Rineon also files periodic reports under the Exchange Act. Each of ASSAC and Rineon and has timely filed with or furnished to, as applicable, the SEC and is current in its filing of all registration statements, prospectuses, periodic and other reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencecollectively, the “SEC Reports”) it is required to be filed or furnished by it file with the Exchange Commission (“SEC”) under the Securities Act and the Exchange Act. None of the SEC since January 1, 2017 (Reports filed by ASSAC or Rineon are currently being reviewed by the “Parent SEC Documents”). True, correct, and complete copies neither ASSAC nor Rineon has received any letter of all Parent comments from the SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementnot, as yet, fully responded to. (b) Each of the date of the last such amendment or superseding filing (and, in the case of registration statements SEC Reports was prepared and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, as amended, and the rules and regulations of any other Law applicable to the SEC thereunder applicable to such Parent SEC Documents Reports as in effect at the time it was filed or furnished (or, in the case of any registration statement or proxy statement, on the date it was filed. None of effectiveness or the Parent date of mailing, respectively, and in the case of any SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if Report amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such amending or superseding filings). As of their respective dated of filing, effectiveness or mailing, as applicable (or, if amended or supplemented, as of the date dates of such amendments or supplements) the last such amendment or superseding filing), contained SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To . (c) Each of ASSAC and Rineon has been and is in compliance with the Knowledge of Parentapplicable listing, none corporate governance and other applicable rules and regulations of the Parent American Stock Exchange, Inc. (d) Each of ASSAC and Rineon has established and maintains disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by ASSAC and Rineon is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (e) Each of the consolidated financial statements of ASSAC and Rineon contained in the SEC Documents filed on or prior Reports (the “Financial Statements”), together with the related schedules and notes thereto, complied as to form in all material respects, as of the date of this Agreement is filing with the subject SEC, with applicable accounting requirements and the published rules and regulations of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any thereto, and fairly presents, in all material respects, the financial position of ASSAC or Rineon, as applicable, as of the Parent SEC Documentsdates indicated and the statement of operations and stockholders’ equity and cash flows of ASSAC or Rineon for the periods then ended. None The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except, in the case of Parent’s Subsidiaries is required unaudited quarterly financial statements, subject to file or furnish any forms, reports, or other documents normal year-end adjustments consistent with the SEC GAAP). (f) The ASSAC Ordinary Shares are registered pursuant to Section 13 or 15 12(g) of the Exchange ActAct and no action has been taken or, to the Knowledge of the ASSAC Parties, is contemplated, and no proceeding is pending or has been threatened that would result in the suspension, cancellation or termination of such registration.

SEC Filings. Since July 1, 2006, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesrequired forms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since (collectively, all such forms, reports, registration statements and documents filed after January 1, 2017 (2007 are referred to herein as the “Parent SEC DocumentsReports”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each All of the Parent SEC Documents Reports complied as to form form, when filed, in all material respects with the applicable requirements provisions of the Securities Act of 1933, as amended (“Securities Act, ”) and the Exchange Act, . Accurate and complete copies of the Parent SEC reports have been made available (including via ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations ) to Company. As of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of their respective dates the Parent SEC Documents, Reports (including any financial statements, schedules, or all exhibits included or and schedules thereto and documents incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained therein) did not contain any untrue statement of a material fact or omitted omit to state a 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 Parent has responded to all comment letters of the Knowledge staff of the SEC relating to Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, including all SEC comment letters and responses to such comment letters by or on behalf of Parent. To Parent’s Knowledge, none of the Parent Parent’s SEC Documents filed on or prior to the date of this Agreement Reports is the subject of ongoing SEC review or outstanding SEC investigation comment. Parent is in compliance with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and there are no outstanding the related rules and regulations promulgated under or unresolved comments received from pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of NYSE Amex LLC (“NYSE Amex”). Each required form, report and document containing financial statements that has been filed with or submitted to the SEC with respect by Parent was accompanied by the certifications required to any of the Parent SEC Documents. None of be filed or submitted by Parent’s Subsidiaries is required chief executive officer and/or chief financial officer, as required, pursuant to file the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or furnish any formssubmission of each such certification, reports, or other documents such certification was true and accurate and complied with the SEC pursuant to Section 13 or 15 of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

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

SEC Filings. Parent ALPA 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 with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “ALPA SEC Reports”), 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 ALPA SEC Reports”). Each of the ALPA SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional ALPA SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Actas applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the ALPA SEC Reports or the Additional ALPA SEC Reports (for purposes of the Additional ALPA 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 Parent SEC Documents all information supplied by or on the date it was filed. None behalf of the Parent SEC Documents, including any financial statements, schedules, Company expressly for inclusion or exhibits included or incorporated incorporation by reference therein at therein). As of their respective dates of filing, the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained ALPA 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. To the Knowledge of Parent, none misleading (for purposes of the Parent Additional ALPA SEC Documents filed Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or prior to incorporation by reference therein). As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent ALPA SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent (a) Arrowhead has timely filed with or furnished to, as applicable, to the SEC Securities and Exchange Commission 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 with the SEC Arrowhead since January October 1, 2017 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Arrowhead SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. . (b) As of their respective its filing dates date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of this Agreementsuch filing), each Arrowhead SEC Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each Arrowhead SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the last such amendment statements therein not misleading. (d) Arrowhead 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 ensure that material information relating to Arrowhead, including the Arrowhead Subsidiaries, is made known to Arrowhead’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Arrowhead’s principal executive officer and principal financial officer to material information required to be included in Arrowhead’s periodic and current reports required under the 1934 Act. (e) Arrowhead and the Arrowhead Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurance regarding the reliability of Arrowhead’s financial reporting and the preparation of Arrowhead’s financial statements for external purposes in accordance with GAAP. Since October 1, 2014, there have not been any (i) significant deficiencies or superseding filing (and, material weaknesses in the case design or operation of registration statements internal controls which are or were reasonably likely to adversely affect Arrowhead’s ability to record, process, summarize and proxy statementsreport financial information or (ii) fraud, on the dates of effectiveness whether or not material, that involved management or other employees who have or had a significant role in Arrowhead’s and the dates of the relevant meetingsArrowhead Subsidiaries’ internal controls. (f) Since October 1, respectively)2014, each of the Parent SEC Documents Arrowhead has complied as to form in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Securities ActNASDAQ Global Market. (g) Each of the principal executive officer and principal financial officer of Arrowhead (or each former principal executive officer and principal financial officer of Arrowhead, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act, 1934 Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and any related rules and regulations promulgated by the Securities and Exchange Commission and the NASDAQ Capital Market, and the rules statements contained in any such certifications are complete and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actcorrect.

SEC Filings. Parent (a) Except as set forth on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reportsregistration statements, forms, schedules, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1the IPO, 2017 pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the First Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the First Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from as of the date hereof. (b) Except to the extent available on the SEC’s website through EDGAR, Acquiror has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Acquiror’s annual reports on Form 10-K for each fiscal year of Acquiror beginning with the first year Acquiror was required to file such a form, (ii) Acquiror’s quarterly reports on Form 10-Q for each fiscal quarter that Acquiror filed such reports to disclose its quarterly financial results in each of the fiscal years of Acquiror referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Acquiror with the SEC since the beginning of the first fiscal year referred to in clause (i) above and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of Sarbanes-Oxley Act) with respect to any report referred to in clause (i) above. (c) As of the Parent SEC Documents. None date of Parent’s Subsidiaries is required this Agreement, (i) the Acquiror Units issued by Acquiror in the IPO are listed on Nasdaq, (ii) Acquiror has not received any written deficiency notice from Nasdaq relating to file the continued listing requirements of such Acquiror Units, (ii) there are no Actions pending or, to the knowledge of Acquiror, threatened against Acquiror by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or furnish any forms, reports, or other documents terminate the quoting of such Acquiror Units on Nasdaq and (iv) such Acquiror Units are in compliance with the SEC pursuant to Section 13 or 15 all of the Exchange Actapplicable corporate governance rules of Nasdaq.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1October 13, 2017 2015 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Except as set forth in Section 4.1 of the Schedule of Exceptions, to the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1March 25, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing made prior to the date of this AgreementAgreement or the Closing Date, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelythis Agreement), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, then as of the date of the last such amendment amendment, supplement or superseding filing), contained the Acquiror SEC Filings did not contain, when filed, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. (a) Since the Applicable Date, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC. Each of the forms, reports, registration statements and other documents filed or furnished by Parent with the SEC since January 1the Applicable Date (such forms, 2017 (the “Parent SEC Documents”). Truereports, correctregistration statements, and complete copies of all Parent SEC Documents are publicly other documents, whether or not available on through ▇▇▇▇▇. To , are collectively referred to herein as the extent that any “Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, Reports”) (i) as of the date of the last filing of such amendment or superseding filing (andreport, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the rules and regulations thereunder and the rules and regulations of the SEC thereunder any applicable to such Parent SEC Documents on the national securities exchange, and (ii) as of its filing date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment or superseding filing), contained ) 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. To As of the date of this Agreement, there are no material outstanding or unresolved comments in any comment letters received by Parent from the SEC or its staff, and, to the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement Reports is the subject of ongoing SEC review review. No Subsidiary of Parent is, or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect has been, subject to any of requirement to file periodic reports under the Parent SEC Documents. None of Parent’s Subsidiaries Exchange Act or is otherwise required to file or furnish any formsperiodic statements, schedules, reports, forms or other documents with the SEC SEC. (b) The Parent Class A Common Stock is registered pursuant to Section 13 12(b) of the Exchange Act and listed on the NYSE, and Parent has taken no action designed to, or 15 which to the Knowledge of Parent is reasonably likely to have the effect of, terminating the registration of the Parent Class A Common Stock under the Exchange Act or delisting the Parent Class A Common Stock from the NYSE, and nor has Parent received any notification that the SEC is contemplating terminating such registration or that the NYSE is contemplating such delisting. Parent is, and since the Applicable Date, has been, in compliance with the applicable NYSE rules, including its listing requirements for the continued trading of the Parent Class A Common Stock on the NYSE. (c) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Parent has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information related to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of Parent to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. (e) Parent has implemented and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such internal controls were effective using the framework specified in the Annual Report on Form 10-K for the year ended December 31, 2020 of Parent. (f) Since the Applicable Date, there have not been any changes in Parent’s internal controls over financial reporting that are reasonably likely to materially affect Parent’s and its Subsidiaries’ internal controls over financial reporting. Based on its most recent evaluation of its internal controls prior to the date hereof, Parent has disclosed to its auditors and its audit committee (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (g) Since the Applicable Date, no personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Since the Applicable Date, to Parent’s Knowledge, there has not been any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the accounting or auditing practices, procedures, methodologies, or methods of Parent or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings. (a) Since January 1, 2023, Parent has timely filed with or otherwise furnished to, (as applicable, ) with the SEC all registration statements, prospectusesforms, reports, proxy statements, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing under applicable Law prior to the date of this AgreementAgreement Date, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as together with all certifications required pursuant to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including all certifications required under Section 302 and the rules and regulations 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (such documents and any other documents filed by Parent with the SEC thereunder applicable to such since January 1, 2023 through the Agreement Date, as have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents on the date it was filedDocuments”). None of the Subsidiaries of Parent is currently or has, since becoming a Subsidiary of Parent been, required to file any forms, reports or other documents with the SEC. (b) As of their respective SEC Documents, including any financial statements, schedulesfiling dates, or exhibits included or incorporated by reference therein at the time they were filed (orin each case, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, as of the date of the last such amendment amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Exchange Act or superseding filing)the Securities Act, contained as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder and, except to the extent superseded or amended by a subsequent filing with the SEC prior to the Agreement Date, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To . (c) As of the Knowledge of ParentAgreement Date, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of outstanding SEC comment or, to the knowledge of Parent, ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect review. (d) Since January 1, 2023, subject to any applicable grace periods, Parent has been in and is in compliance in all material respects with the applicable rules and regulations of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActNYSE.

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to the Securities Act or the Exchange Act since September 15, 2016 and made publicly available at least two (2) Business Days prior to the date of this Agreement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Acquiror SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement through the Closing with the SEC pursuant to the Securities Act or the Exchange Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statements and the Registration Statement, the “Additional Acquiror SEC Reports”). Each of the Acquiror SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional Acquiror SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and any rules and regulations promulgated thereunder applicable to the Acquiror SEC Reports or the Additional Acquiror SEC Reports. As of their respective dates of filing, the Acquiror SEC Reports did not, and the rules and regulations of the Additional Acquiror SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC DocumentsReports will not, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Reports. To the Knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Reports filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation investigation. The certifications and there are no outstanding statements required by (a) Rule 13a-14 or unresolved comments received from 15d-14 under the SEC Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any the Acquiror SEC Reports are, and with respect to the Additional Acquiror SEC Reports will be, each true and correct in all material respects. Except as disclosed in the Acquiror SEC Reports, to the Knowledge of the Parent SEC Documents. None Acquiror, each director and executive officer of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents Acquiror has filed with the SEC pursuant on a timely basis all statements required with respect to Acquiror by Section 13 or 15 16(a) of the Exchange ActAct and the rules and regulations promulgated thereunder.

SEC Filings. Parent 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 with the SEC since January 1December 9, 2017 (the “1996, and, prior to Closing, Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so Company, as filed or furnished with the SEC. As , complete and accurate copies of their respective filing dates or(i) the Annual Report of Parent on Form 10-K for the year ended December 31, if amended or superseded 1996, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K) filed by a subsequent filing prior to Parent with the date of this AgreementSEC since December 9, as of the date of the last such amendment or superseding filing (and1996, in each case including all amendments and supplements (collectively, the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the "Parent SEC Documents complied as to form Filings"). The Parent SEC Filings (including, without limitation, any financial statements or schedules included therein) (i) were prepared in all material respects compliance with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), and the rules and regulations of thereunder, as the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documentscase may be, including any financial statements, schedules, or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding that filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To The financial statements of Parent included in the Knowledge Parent SEC Filings have been prepared in accordance with GAAP consistently applied and consistent with prior periods indicated and fairly present the consolidated financial position of ParentParent and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods then ended. Since December 31, none 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of its subsidiaries. Except for liabilities or obligations that are accrued or reserved against in Parent's financial statements included in the Parent SEC Documents. None Reports neither of Parent’s Subsidiaries is Parent or its subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required by GAAP to file or furnish any forms, reportsbe reflected on a consolidated balance sheet, or other documents with the SEC pursuant to Section 13 notes thereto, or 15 of the Exchange Actwhich would have a Parent Material Adverse Affect.

SEC Filings. Parent 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 with the SEC since January 1December 9, 2017 (the “1996, and, prior to Closing, Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so Company, as filed or furnished with the SEC. As , complete and accurate copies of their respective filing dates or(i) the Annual Report of Parent on Form 10-K for the year ended December 31, if amended or superseded 1996, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K) filed by a subsequent filing prior to Parent with the date of this AgreementSEC since December 9, as of the date of the last such amendment or superseding filing (and1996, in each case including all amendments and supplements (collectively, the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form "PARENT (i) were prepared in all material respects compliance with the applicable requirements of the Securities Act, or the Securities Exchange ActAct of 1934, and as amended (the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"EXCHANGE ACT"), and the rules and regulations of thereunder, as the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documentscase may be, including any financial statements, schedules, or exhibits included or incorporated by reference therein and (ii) did not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a subsequent filing prior to the date of this Agreementhereof, as of on the date of the last such amendment or superseding that filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To The financial statements of Parent included in the Knowledge Parent SEC Filings have been prepared in accordance with GAAP consistently applied and consistent with prior periods indicated and fairly present the consolidated financial position of ParentParent and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods then ended. Since December 31, none 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of its subsidiaries. Except for liabilities or obligations that are accrued or reserved against in Parent's financial statements included in the Parent SEC Documents. None Reports neither of Parent’s Subsidiaries is Parent or its subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required by GAAP to file or furnish any forms, reportsbe reflected on a consolidated balance sheet, or other documents with the SEC pursuant to Section 13 notes thereto, or 15 of the Exchange Actwhich would have a Parent Material Adverse Affect.

SEC Filings. Parent (i) ITGI has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesrequired forms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 1999 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwisecollectively, the Company has made available to the Company the full text of all such Parent "ITGI SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyREPORTS"), each all of the Parent SEC Documents which complied as to form in all material respects with the applicable requirements provisions of the Securities Act, Act or the Exchange Act, as the case may be. As of their respective dates, the ITGI SEC Reports (including all exhibits and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, schedules thereto and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or documents incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementtherein) did not, as of the date of the last such amendment or superseding filing)their respective dates, contained and do not contain any untrue statement of a material fact concerning ITGI and its subsidiaries or omitted omit to state a material fact required to be stated therein concerning ITGI and its subsidiaries or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To misleading concerning ITGI and its subsidiaries. (ii) ITGI will deliver to JEFG as soon as they become available true and complete copies of any report or other document mailed by ITGI to its securityholders generally or filed by it with the Knowledge of ParentSEC, none of in each case subsequent to the Parent SEC Documents filed on or date hereof and prior to the date Effective Time (the "SUBSEQUENT ITGI REPORTS"). As of this Agreement is their respective dates, the subject Subsequent ITGI Reports will not contain any untrue statement of ongoing SEC review a material fact or outstanding SEC investigation omit to state a material fact concerning ITGI and there are no outstanding its subsidiaries or unresolved comments received from omit to state a material fact required to be stated therein concerning ITGI and its subsidiaries or necessary to make the SEC with respect to any statements therein, in the light of the Parent circumstances under which they are made, not misleading concerning ITGI and its subsidiaries and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of ITGI and its subsidiaries included or incorporated by reference in the ITGI SEC Documents. None Reports or to be included or incorporated by reference in the Subsequent ITGI Reports have been prepared or will be prepared in accordance with GAAP and fairly present or will fairly present the consolidated financial position of Parent’s Subsidiaries is required to file or furnish any formsITGI and its subsidiaries, reports, or other documents with the SEC pursuant to Section 13 or 15 as of the Exchange Actdates thereof and the consolidated results of operations and consolidated cash flow for the periods to which they relate (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1March 18, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents Filings, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the date it was filedability of Acquiror to consummate the transactions contemplated by this Agreement. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Table of Contents Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. Parent (a) Since January 1, 2012, Bear State 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 with the SEC since January 1, 2017 Securities and Exchange Commission (the “Parent SEC DocumentsSEC”). TrueAll such forms, correct, reports and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent documents (including those that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a Bear State may file subsequent filing prior to the date hereof) are referred to herein as the “Bear State SEC Reports.” At the time of this Agreementfiling, as of the date of the last such amendment or superseding filing Bear State SEC Reports (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents i) complied as to form in all material respects as to form with the applicable requirements of under the Securities ActAct of 1933, as amended, or the Securities Exchange ActAct of 1934, and as amended, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent Bear State SEC Documents on the date it was filed. None of the Parent 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 prior to the date of this Agreement, as of then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of ParentSince January 1, none 2012, each of the Parent SEC Documents filed on principal executive officers of Bear State and the principal financial officer of Bear State (or prior to each former principal executive officer of Bear State and each former principal financial officer of Bear State, as applicable) has made all certifications required by Section 302 and 906 of the date ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Agreement is 2002 (the subject “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the rules and regulations of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC promulgated thereunder with respect to any the Bear State SEC Reports. For purposes of the Parent SEC Documents. preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) No subsidiary of Bear State is a registered investment advisor, a licensed broker dealer or a bank dealer or is required to be such under any federal or state securities laws. (c) None of ParentBear State’s other Subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant or any state securities regulatory authorities except for such filings which the failure to Section 13 file is not reasonably likely, either individually or 15 in the aggregate, to have a Material Adverse Effect on Bear State or any Subsidiary of Bear State. (d) Except as set forth on Schedule 4.24, neither Bear State nor any of its Subsidiaries is under any obligation, contingent or otherwise, which will survive the Exchange ActEffective Time by reason of any agreement to register any of its securities under the Securities Act of 1933.

SEC Filings. Parent 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 with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the 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 Parent SEC Reports”). Each of the Parent SEC Reports, as of their respective dates of filing or furnishing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Parent SEC Documents complied Reports, as to form of their respective dates of filing or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filing or furnishing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC thereunder promulgated thereunder) applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC DocumentsReports or the Additional Parent SEC Reports (for purposes of the Additional Parent SEC Reports, including any financial statements, schedules, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or exhibits included on behalf of Company expressly for inclusion or incorporated incorporation by reference therein at therein). As of their respective dates of filing or furnishing, the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained Parent SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. To the Knowledge of Parent, none misleading (for purposes of the Additional Parent SEC Documents filed Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or prior to incorporation by reference therein). As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent (a) Since January 1, 2008, Company has timely filed with or furnished tothe Securities and Exchange Commission (“SEC”) all required forms, as applicablereports, the SEC all registration statements, prospectusescertifications, reports, schedules, forms, statements, prospectuses and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since (collectively, all such forms, reports, registration statements, certifications, prospectuses and documents filed after January 1, 2017 (2008 together with any exhibits and schedules thereto and any other information incorporated therein, are referred to herein as the “Parent Company SEC DocumentsReports”). True, correct, and complete copies Each of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available SEC Reports complied as to the Company the full text of all such Parent SEC Documents that it has so form, when filed or furnished with the SEC. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelysubsequent filing), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and in each case, and the any rules and regulations of promulgated thereunder, as the SEC thereunder applicable to such Parent SEC Documents case may be, each as in effect on the date it was filedso 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 No Company Subsidiary is required to file any statements, reports, schedules forms or other documents with the SEC. (b) Accurate and complete copies of the Parent Company SEC Documents, Reports have been made available (including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed via ▇▇▇▇▇) to Parent. As of their respective dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of such subsequent filing, or, if a registration statement, as amended or supplemented, if applicable, by a filing prior to the last date of this Agreement pursuant to the Securities Act, on the date such registration statement or amendment or superseding filing), became effective) none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). To Such disclosure controls and procedures are designed to ensure that all material information required to be disclosed by Company in the Knowledge of Parentreports it files or submits under the Exchange Act is recorded, none processed, summarized and reported within the time periods specified in the rules and forms of the Parent SEC Documents filed and all such material information is, in all material respects, made known to Company’s principal executive officer and principal financial officer. (d) Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Company has disclosed, based on or its most recent evaluation prior to the date of this Agreement Agreement, to the Company’s outside auditors and the audit committee of the Company’s board of directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any material fraud, within the knowledge of Company, that involves management or other employees who have a significant role in the Company’s internal controls over financing reporting. As of the date hereof, there is no reason to believe that Company’s independent registered accountant, chief executive officer and chief financial officer will not be able to give the subject certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when required. To the knowledge of Company, neither Company nor any of the Parent SEC Documents. None Company Subsidiaries nor Company’s independent registered accountant has identified or been made aware of Parent(x) any significant deficiency or material weakness in the design or operation of Company’s Subsidiaries is required to file internal controls, (y) any illegal act or furnish any formsfraud, reportswhether or not material, that involves Company’s management or other documents employees or (z) any reasonably credible claim or allegation regarding any of the foregoing. (e) Company is, and has since January 1, 2008 been, in compliance in all material respects with the SEC pursuant to Section 13 or 15 applicable listing requirements of the Exchange ActExchange, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the Exchange.

SEC Filings. The Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 for the two years preceding the date hereof and up to and including the Closing Date (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇E▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwiseExcept as set forth in Schedule 5.4, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None Except as set forth in Schedule 5.4, none of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Parent, except as set forth in Schedule 5.4, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of the Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant and neither the Parent nor any of its Subsidiaries is required to Section 13 file or 15 furnish any forms, reports, or other documents with any securities regulation (or similar) regime of the Exchange Acta non-United States Governmental Authority.

SEC Filings. Parent (a) EGCT has timely furnished or made available to PTSG and the Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement filed by EGCT with or furnished tothe SEC (collectively, and as applicablesuch documents have since the time of their filing been amended, the “EGCT SEC Reports”). EGCT has filed all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated SEC Reports required by reference) required it to be filed or furnished by it with the SEC since January 1and such reports have been filed timely or within any period of extension for filing allowed under applicable rules. The EGCT SEC Reports (i) at the time filed, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities 1934 Act, as the Exchange Actcase may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein (ii) did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such EGCT SEC Reports or necessary in order to make the statements thereinin such EGCT SEC Reports, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none . (b) Each of the Parent financial statements (including, in each case, any related notes), contained in the EGCT SEC Documents Reports, including any EGCT SEC Reports filed on or prior to after the date of this Agreement is until the subject Closing, complied, as of ongoing SEC review or outstanding SEC investigation its respective filing date, in all material respects with all applicable accounting requirements and there are no outstanding or unresolved comments received from the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and fairly presented the consolidated financial position of EGCT as at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Between December 31, 2013 and the date hereof, except as disclosed in EGCT SEC Reports, there has not been any change in the business, operations or financial condition of EGCT that has had or reasonably would be expected to have an EGCT Material Adverse Effect. (d) EGCT and EGCT Sub do not have any liability or obligation (absolute, accrued, contingent or otherwise) other than those which arose in the Parent SEC Documents. None ordinary course of Parent’s Subsidiaries is required to file their activities or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actunder this Agreement.

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

SEC Filings. Parent (a) Olsten has timely filed with or furnished to, as applicable, the SEC and any stock exchange on which Olsten Common Stock is listed all registration statements, prospectusesrequired forms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC or such other authority since January 1, 2017 1996 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwisecollectively, the Company has made available to the Company the full text of all such Parent "Olsten SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyReports"), each all of the Parent SEC Documents which complied as to form when filed in all material respects with the applicable requirements provisions of the Securities ActAct or the Exchange Act or the applicable laws or regulations of any such authority, as the case may be. As of their respective dates, the Exchange Act, Olsten SEC Reports (including all exhibits and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, schedules thereto and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or documents incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained therein) did not contain any untrue statement of a material fact or omitted omit to state a 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 Parent, none Except as set forth in Section 4.05(a) of the Parent SEC Documents Olsten Disclosure Statement, all documents required to be filed on or prior as exhibits to the date of this Agreement is the subject of ongoing Olsten SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC DocumentsReports have been so filed. None of Parent’s Subsidiaries Olsten's subsidiaries is required to file or furnish any forms, reports, reports or other documents with the SEC pursuant SEC. (b) Olsten will deliver to Section 13 Adecco as soon as they become available true and complete copies of any report or 15 statement mailed by Olsten to its securityholders generally or filed by it with the SEC, in each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Adecco, as to which Olsten makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Exchange Actcircumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of Olsten and its Subsidiaries to be included or incorporated by reference in such reports and statements will be prepared in accordance with U.S. GAAP and regulations of the SEC applicable to public companies and will fairly present the consolidated financial position of Olsten and its Subsidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC Securities and Exchange Commission (the “SEC”) all registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 by Parent (the “Parent SEC Documents”). True) since January 1, correct, and complete copies of all 2012 (the “Current Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SECDocuments”). As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), each of the Current Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActAct and the Securities Exchange Act of 1934, as amended (the “Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder applicable to such Current Parent SEC Documents on Documents. To the date it was filed. None Knowledge of Parent, other than as described in the Current Parent SEC Documents, none of the Current Parent SEC Documents, including any financial statements, schedules, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filingfiling prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Other than as described in the Knowledge of ParentCurrent Parent SEC Documents, none each of the consolidated financial statements of Parent (including, in each case, any notes thereto) included in the Current Parent SEC Documents filed have been prepared in accordance with United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis during the periods involved (except as may be indicated therein or prior to in the notes thereto). As of the date of this Agreement is the subject Agreement, neither Parent nor any of ongoing SEC review or outstanding SEC investigation and there are no outstanding its subsidiaries has any pending or unresolved comments received from the SEC or any other governmental entity with respect to any of the Current Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent (a) Except as set forth on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reportsregistration statements, forms, schedules, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1the IPO, 2017 pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the First Closing Date, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the First Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from as of the date hereof. (b) Except to the extent available on the SEC’s website through ▇▇▇▇▇, Acquiror has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Acquiror’s annual reports on Form 10-K for each fiscal year of Acquiror beginning with the first year Acquiror was required to file such a form, (ii) Acquiror’s quarterly reports on Form 10-Q for each fiscal quarter that Acquiror filed such reports to disclose its quarterly financial results in each of the fiscal years of Acquiror referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Acquiror with the SEC since the beginning of the first fiscal year referred to in clause (i) above and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) with respect to any report referred to in clause (i) above. (c) As of the Parent SEC Documents. None date of Parent’s Subsidiaries is required this Agreement, (i) the Acquiror Units issued by Acquiror in the IPO are listed on Nasdaq, (ii) Acquiror has not received any written deficiency notice from Nasdaq relating to file the continued listing requirements of such Acquiror Units, (ii) there are no Actions pending or, to the knowledge of Acquiror, threatened against Acquiror by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or furnish any forms, reports, or other documents terminate the quoting of such Acquiror Units on Nasdaq and (iv) such Acquiror Units are in compliance with the SEC pursuant to Section 13 or 15 all of the Exchange Actapplicable corporate governance rules of Nasdaq.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1September 20, 2017 2018 (collectively, the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, as amended, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge knowledge of ParentAcquirer, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent Verigy has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January November 1, 2017 (2008. Verigy has made available to LTX-Credence all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the “Parent form filed with the SEC Documents”). True, correct, and complete copies of all Parent SEC Documents that are not publicly available on ▇▇▇▇▇. To through the extent that any Parent SEC Document available on ▇SEC’s E▇▇▇▇ contains redactions pursuant database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to a request for confidential treatment or otherwise, herein as the Company has made available to the Company the full text of all such Parent “Verigy SEC Documents that it has so filed or furnished with the SEC. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Verigy SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent Verigy SEC Documents Reports. All Verigy SEC Reports (x) were or will be filed on a timely basis, (y) at the date it was time filed. None , were or will be prepared in compliance in all material respects with the applicable requirements of the Parent Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC Documentsthereunder applicable to such Verigy SEC Reports, including any financial statements, schedules, and (z) did not or exhibits included or incorporated by reference therein will not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To None of Verigy’s Subsidiaries is subject to the Knowledge reporting requirements of Parent, none Section 13 or Section 15(d) of the Parent Exchange Act. Verigy has heretofore made available to LTX-Credence correct and complete copies of all material correspondence with the SEC Documents filed on or prior to occurring since November 1, 2008 that is not publicly available through the SEC’s E▇▇▇▇ database. As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and hereof, there are no outstanding or unresolved comments received from issued by the staff of the SEC with respect to any of the Parent Verigy SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent 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 with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “AHAC SEC Reports”), 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”). Each of the AHAC SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional AHAC SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Actas applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 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 Parent SEC Documents all information supplied by or on the date it was filed. None behalf of the Parent SEC Documents, including any financial statements, schedules, Company expressly for inclusion or exhibits included or incorporated incorporation by reference therein at therein). As of their respective dates of filing, the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained 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. To the Knowledge of Parent, none misleading (for purposes of the Parent Additional AHAC SEC Documents filed Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or prior to incorporation by reference therein). As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent AHAC SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent (a) Except as otherwise disclosed on Section 5.5(a) 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 with the SEC since January 1December 15, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Effective Time, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the Acquiror SEC Filings did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (b) On the effective date of the Proxy Statement / Registration Statement, and when first filed in accordance with Rule 424(b) under the Securities Act and/or filed pursuant to Section 14(a) of the Exchange Act, the Proxy Statement / Registration Statement (or any amendment or supplement thereto) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Proxy Statement / Registration Statement, the information supplied in writing by Acquiror or Merger Sub for inclusion in the Proxy Statement / Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to On 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 Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC filing pursuant to Rule 424(b) under the Securities Act and/or Section 13 or 15 14(a) of the Exchange Act, the date the Proxy Statement / Registration Statement is first mailed to the Acquiror Stockholders, and at the time of the Acquiror Stockholders’ Meeting, the information supplied in writing by Acquiror or Merger Sub for inclusion in the Proxy Statement / Registration Statement (together with any amendments or supplements thereto), will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Acquiror nor Merger Sub makes any representation or warranty or covenant with respect to: (a) statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by the Company or its Subsidiaries for inclusion therein or (b) any projections or forecast or forward looking statements included in the Proxy Statement / Registration Statement.

SEC Filings. Parent AJAX 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 with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to U.S. Federal Securities Laws since its initial public offering (collectively, including all of the statements, forms, reports and documents filed or furnished by it in connection with and subsequent to its IPO, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “AJAX SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the 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 AJAX SEC Reports”). Each of the AJAX SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional AJAX SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Actas applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC thereunder promulgated thereunder) applicable to such Parent the AJAX SEC Documents on Reports or the date it was filedAdditional AJAX SEC Reports. None As of their respective dates of filing, the Parent AJAX SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained 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. To the Knowledge of Parent, none misleading (for purposes of the Parent Additional AJAX SEC Documents filed Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or prior to incorporation by reference therein). As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any the AJAX SEC Reports. To the knowledge of AJAX, none of the Parent AJAX SEC Documents. None of Parent’s Subsidiaries Reports or the Additional AJAX SEC Reports is required subject to file ongoing SEC review or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actinvestigation.

SEC Filings. Parent (a) Seller has timely filed with or furnished to, as applicable, to 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 with the SEC since January 1, 2017 2021 (collectively, such filed or furnished documents, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Recent Seller SEC Documents”). TrueTo Seller’s Knowledge, correct, and complete copies none of all Parent the Recent Seller SEC Documents are publicly available on ▇▇▇▇▇. To is the extent that any Parent subject of ongoing SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment review or otherwise, the Company has made available to the Company the full text of all such Parent ongoing SEC Documents that it has so filed or furnished with the SEC. investigation. (b) As of their respective effective dates (in the case of the Recent Seller SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last filing of such amendment or superseding filing amendment, with respect to the portions that are amended (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyall other Recent Seller SEC Documents), each of the Parent Recent Seller SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder Act applicable to such Parent SEC Documents on the date it was filed. None of the Parent Recent Seller SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at and none of the time they were filed Recent Seller SEC Documents as of such respective dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last filing of such amendment or superseding filing)amendment, with respect to the disclosures that are amended, or, with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting) 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 . (c) Seller maintains, and at all times since January 1, 2021 has maintained, disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC Exchange Act with respect to any Seller and each of its Subsidiaries. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by ▇▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of the Parent Recent Seller SEC Documents. None Seller maintains a system of Parent’s Subsidiaries is required to file “internal control over financial reporting” (as defined in Rule 13a-15 or furnish any forms15d-15, reportsas applicable, or other documents with the SEC pursuant to Section 13 or 15 of under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) Since January 1, 2022, neither Seller, the Seller Board, the audit committee of Seller, nor, to Seller’s Knowledge, any director, officer, employee or Seller’s independent registered public accounting firm, has identified or, been made aware of or received any written notification of (i) any “significant deficiencies” or “material weaknesses” (as defined by the Public Seller Accounting Oversight Board) in the design or operation of Seller’s or its Subsidiaries internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect Seller’s or its Subsidiaries’ ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated, or (ii) Fraud that involved management or other employees of Seller who have a role in the preparation of financial statements or the internal controls over financial reporting of Seller or any of its Subsidiaries, and Seller’s chief executive officer and its chief financial officer have disclosed, based on their evaluation of internal control over financial reporting to Seller’s auditors and the audit committee of the Seller Board any instances of “significant deficiencies,” “material weaknesses” or fraud referred to in clauses (i) and (ii) above.

SEC Filings. (a) As soon as reasonably practicable on the date of commencement of the Offer, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it Merger Sub shall file with the SEC since January 1, 2017 a Tender Offer Statement on Schedule TO with respect to the Offer (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant as supplemented or amended from time to a request for confidential treatment or otherwisetime, the "Schedule TO") to provide for the purchase of the issued and outstanding shares of Company has made available Common Stock in accordance with the terms hereof. Parent and Merger Sub agree, as to the Company Schedule TO, the full text Offer to Purchase and related Letter of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementTransmittal (which documents, as of supplemented or amended from time to time, together constitute the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied "Offer Documents") will comply as to form and content in all material respects with the applicable requirements provisions of the Securities Actfederal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendment or supplement thereto prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider such comments in good faith. Parent and Merger Sub agree to provide to the Company and its counsel any comments which Parent, Merger Sub or their counsel may receive from the Staff of the SEC promptly after receipt thereof, and any proposed responses thereto, with respect to the Offer Documents and any amendment or supplement thereto. Parent, Merger Sub and the Company agree to promptly provide corrections to any information provided by any of them for use in the Offer Documents (to the party responsible for filing such documents) which shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and to disseminate any revised Offer Documents to the Company's shareholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. (b) The Company Board shall recommend acceptance of the Offer to its shareholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (as supplemented or amended from time to time, the Exchange Act"Schedule 14D-9"), which the Company shall file with the SEC upon commencement of the Offer and which will comply as to form and content in all material respects with the applicable provisions of the federal securities laws; provided, however, that the Company Board may amend, modify or withdraw its recommendation, or make no recommendation, if the Company Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law. The Company will cooperate with Parent and Merger Sub in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the shareholders of the Company. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendment or supplement thereto prior to the filing thereof with the SEC, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany shall consider any such comments in good faith. The Company agrees to provide to Parent and Merger Sub and their counsel any comments which the Company or its counsel may receive from the Staff of the SEC promptly after receipt thereof, and any proposed responses thereto, with respect to the Schedule 14D-9 and any amendment or supplement thereto. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the rules and regulations of the SEC thereunder applicable Company further agrees to take all steps necessary to cause such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, Schedule 14D-9 as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required so corrected 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 Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant and disseminated to Section 13 or 15 the Company's shareholders, in each case as and to the extent required by the applicable provisions of the Exchange Actfederal securities laws. Parent, Merger Sub and the Company each hereby agree to provide promptly such information necessary to the preparation of the exhibits and schedules to the Schedule 14D-9 and the Offer Documents which the respective party responsible therefor shall reasonably request. The Company hereby consents to the inclusion in the Offer Documents of the recommendations and approvals referred to in this Section 1.2.

SEC Filings. Parent 9.1 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) Company SEC Documents. 9.2 No Subsidiary of the Company is required to be filed file or furnished by it with the SEC since January 1furnish any report, 2017 (the “Parent SEC Documents”). Trueschedule, correctform, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment statement, prospectus, registration statement or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished other document with the SEC. . 9.3 As of their respective its filing dates date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment amended or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), each of the Parent Company SEC Documents complied as filed or furnished prior to form the date of this Agreement complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities 1933 Act, the Exchange Act, 1934 Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be. 9.4 The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the Nasdaq. 9.5 As of its filing date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment amended or superseding filing), contained each Company SEC Document filed or furnished prior to the date of this Agreement did not, and each Company SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there There are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Company SEC Documents. None Documents and, to the Knowledge of Parent’s Subsidiaries the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. 9.6 The Company maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act) that provide reasonable assurance that (i) all information required to file or furnish any formsbe disclosed in the Company’s reports filed under the 1934 Act is recorded, processed, summarised and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the Principal Executive Officer of the Company and the Principal Financial Officer of the Company to make the certifications required under the 1934 Act with respect to such reports, (ii) access to assets of the Company is permitted only in accordance with management’s authorisation and (iii) proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. 9.7 The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“Internal Controls”) that provides 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 IFRS. 9.8 The Company’s Principal Executive Officer and Principal Financial Officer have disclosed, based on their most recent evaluation of such Internal Controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board: (a) all 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, summarise and report financial information; and (b) any fraud, whether or not material, that involves management or other documents with employees who have a significant role in Internal Controls. The Company has made available to the SEC pursuant Purchaser a true and complete summary (in all material respects) or copies of any disclosure of this type described in the preceding sentence made by management to Section 13 the Company’s auditors or 15 audit committee from 1 January 2021 to the date of the Exchange Actthis Agreement.

SEC Filings. Parent Except as set forth on ‎Section 4.8 of the 7GC Schedules, 7GC has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “7GC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration 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 7GC SEC Reports”). Each of the 7GC SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional 7GC SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, the Exchange Act, and Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the 7GC SEC Reports or the Additional 7GC SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder applicable with respect to such Parent the 7GC SEC Documents Reports. To the knowledge of 7GC, none of the 7GC SEC Reports filed on or prior to the date it was filedof this Agreement is subject to any ongoing SEC investigation or review. None of the Parent The 7GC SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed (orwith the SEC, or if amended or superseded by a subsequent filing prior to the date of this Agreementamended, as of the date of the last such amendment or superseding filing), with respect to those disclosures that were amended (except to the extent that information contained in any 7GC SEC Report has been superseded by a subsequently filed 7GC SEC Report) 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. To the Knowledge Each director and executive officer of Parent, none of the Parent SEC Documents 7GC has 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 Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to on a timely basis all statements required by Section 13 or 15 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. As of the date hereof, neither 7GC nor any Merger Sub is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration or regulation as an “investment company”, in each case, within the meaning of the Investment Company Act.

SEC Filings. Parent LTX has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (2005. LTX has made available to Credence all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the “Parent form filed with the SEC Documents”). True, correct, and complete copies of all Parent SEC Documents that are not publicly available on ▇▇▇▇▇. To through the extent that any Parent SEC Document available on SEC’s ▇▇▇▇▇ contains redactions pursuant database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to a request for confidential treatment or otherwise, herein as the Company has made available to the Company the full text of all such Parent “LTX SEC Documents that it has so filed or furnished with the SEC. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent LTX SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent LTX SEC Documents Reports. All LTX SEC Reports (x) were or will be filed on a timely basis, (y) at the date it was time filed. None , were or will be prepared in compliance in all material respects with the applicable requirements of the Parent Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC Documentsthereunder applicable to such LTX SEC Reports, including any financial statements, schedules, and (z) did not or exhibits included or incorporated by reference therein will not at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To None of LTX’s Subsidiaries is subject to the Knowledge reporting requirements of Parent, none Section 13 or Section 15(d) of the Parent Exchange Act. LTX has heretofore made available to Credence correct and complete copies of all material correspondence with the SEC Documents filed on or prior to occurring since January 1, 2005 that is not publicly available through the SEC’s ▇▇▇▇▇ database. As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and hereof, there are no outstanding or unresolved comments received from issued by the staff of the SEC with respect to any of the Parent LTX SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent has timely filed with or furnished toall reports, as applicable, the SEC all registration statements, prospectuses, reportsregistrations, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with under the SEC since January 1Securities Act and the Exchange Act, 2017 including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Parent was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “Parent SEC DocumentsReports”). True, correct, ) on a timely basis or has timely filed a valid extension of such time of filing and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that has filed any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with Reports prior to the SECexpiration of any such extension. As of their respective filing dates ordates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports, when filed (and if amended or superseded by a subsequent filing prior to the date of this Agreement, as of then on the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if so amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingsuperseded), 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 Parent, none The financial statements of the Parent included in the Parent SEC Documents filed on or prior to Reports comply in all material respects with the date published rules and regulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC Commission with respect to any thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Parent SEC Documents. None and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal adjustments, which are not material to Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent (a) ASSAC is a “foreign private issuer” (as such term is defined in Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Rineon also files periodic reports under the Exchange Act. Each of ASSAC and Rineon and has timely filed with or furnished to, as applicable, the SEC and is current in its filing of all registration statements, prospectuses, periodic and other reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by referencecollectively, the “SEC Reports”) it is required to be filed or furnished by it file with the Exchange Commission (“SEC”) under the Securities Act and the Exchange Act. None of the SEC since January 1, 2017 (Reports filed by ASSAC or Rineon are currently being reviewed by the “Parent SEC Documents”). True, correct, and complete copies neither ASSAC nor Rineon has received any letter of all Parent comments from the SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementnot, as yet, fully responded to. (b) Each of the date of the last such amendment or superseding filing (and, in the case of registration statements SEC Reports was prepared and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, as amended, and the rules and regulations of any other Law applicable to the SEC thereunder applicable to such Parent SEC Documents Reports as in effect at the time it was filed or furnished (or, in the case of any registration statement or proxy statement, on the date it was filed. None of effectiveness or the Parent date of mailing, respectively, and in the case of any SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if Report amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such amending or superseding filings). As of their respective dated of filing, effectiveness or mailing, as applicable (or, if amended or supplemented, as of the date dates of such amendments or supplements) the last such amendment or superseding filing), contained SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. To . (c) Each of ASSAC and Rineon has been and is in compliance with the Knowledge of Parentapplicable listing, none corporate governance and other applicable rules and regulations of the Parent American Stock Exchange, Inc. (d) Each of ASSAC and Rineon has established and maintains disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by ASSAC and Rineon is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (e) Each of the consolidated financial statements of ASSAC and Rineon contained in the SEC Documents filed on or prior Reports (the “Financial Statements”), together with the related schedules and notes thereto, complied as to form in all material respects, as of the date of this Agreement is filing with the subject SEC, with applicable accounting requirements and the published rules and regulations of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any thereto, and fairly presents, in all material respects, the financial position of ASSAC or Rineon, as applicable, as of the Parent SEC Documentsdates indicated and the statement of operations and stockholders’ equity and cash flows of ASSAC or Rineon for the periods then ended. None The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except, in the case of Parent’s Subsidiaries is required unaudited quarterly financial statements, subject to file or furnish any forms, reports, or other documents normal year-end adjustments consistent with the SEC GAAP). (f) The ASSAC Ordinary Shares are registered pursuant to Section 13 or 15 12(g) of the Exchange ActAct and no action has been taken or, to the Knowledge of the ASSAC Parties, is contemplated, and no proceeding is pending or has been threatened that would result in the suspension, cancellation or termination of such registration.

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1March 18, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”), except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing made prior to the date of this AgreementAgreement or the Closing Date, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelythis Agreement), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents Filings, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the date it was filedability of Acquiror to consummate the transactions contemplated by this Agreement. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, then as of the date of the last such amendment amendment, supplement or superseding filing), contained the Acquiror SEC Filings did not contain, when filed, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. (a) The Parties acknowledge that: (i) Parent’s shareholders and the shareholders must approve the transactions contemplated by this Agreement prior to the Acquisition Merger contemplated hereby being consummated and that, in connection with such approval, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, must call a special meeting of its shareholders requiring Parent to prepare and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it file with the SEC since January 1, 2017 a Registration Statement on Form F-4 which will contain a Proxy Statement/Prospectus (as defined in Section 9.5); (ii) the “Parent Parties will be required to file Quarterly and Annual reports that may be required to contain information about the transactions contemplated by this Agreement; and (iii) the Parent Parties will be required to file a Form 8-K to announce the transactions contemplated hereby and other significant events that may occur in connection with such transactions. (b) In connection with any filing the Parent Parties make with the SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To that requires information about the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant transactions contemplated by this Agreement to a request for confidential treatment or otherwisebe included, the Company has made available will, and will use its reasonable best efforts to cause its Affiliates to, in connection with the disclosure included in any such filing or the responses provided to the Company the full text of all such Parent SEC Documents that it has so filed or furnished in connection with the SEC. As ’s comments to a filing, use their reasonable best efforts to (i) cooperate with the Parent Parties, (ii) respond to questions about the Company required in any filing or requested by the SEC, and (iii) provide any information requested by the Parent Parties in connection with any filing with the SEC. (c) The Company acknowledges that a substantial portion of their respective filing dates or, if amended or superseded by a subsequent filing prior the filings with the SEC and mailings to Parent’s shareholders with respect to the date of this AgreementProxy Statement/Prospectus shall include disclosure regarding the Company and its management, operations and financial condition. Accordingly, the Company agrees to as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of promptly as reasonably practical provide the Parent SEC Documents complied Parties with such information as shall be reasonably requested by the Parent Parties for inclusion in or attachment to the Proxy Statement/Prospectus, that is accurate in all material respects and complies as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its shareholders as is required under Regulation 14A of the Exchange Act regulating the solicitation of proxies. The Company understands that such information shall be included in the Proxy Statement/Prospectus and/or responses to comments from the SEC thereunder applicable or its staff in connection therewith and mailings. The Company shall cause its managers, directors, officers and employees to be reasonably available to the Parent Parties and their counsel in connection with the drafting of such Parent SEC Documents on filings and mailings and responding in a timely manner to comments from the date it was filed. None SEC. (d) As of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the respective date of this Agreementany filing the Company or the Parent Parties make with the SEC, as of the date of the last Company and Parent Parties acknowledge that any such amendment or superseding filing), contained filing shall not contain any untrue statement of a material fact or omitted omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To As of the Knowledge of ParentSigning Date, none there are, to the knowledge of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are Parties, no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actfilings.

SEC Filings. Parent STPK has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “STPK SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration 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 STPK SEC Reports”). STPK has heretofore furnished to the Company true and correct copies of all amendments and modifications, if any, that have not been filed by STPK with the SEC to all agreements, documents and other instruments that previously had been filed by STPK with the SEC and are currently in effect. Each of the STPK SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional STPK SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, Laws (including the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the STPK SEC Reports or the Additional STPK SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder applicable with respect to such Parent the STPK SEC Documents on the date it was filedReports. None of the Parent The STPK SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed with the SEC (or, if amended or except to the extent that information contained in any STPK SEC Report has been superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filinglater timely filed STPK SEC Report), contained and the Additional STPK SEC Reports will not, at the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January February 1, 2017 (the “2003. Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Documents that it has so filed or furnished with the SEC. Reports.” As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedReports. None of the The Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed (or, or if amended or superseded by a subsequent filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To As of the Knowledge of Parentdate hereof, none of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date hereof, Parent SEC Documents filed on or prior has previously furnished to the Company a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and hereof, there are no outstanding or unresolved comments received from issued by the staff of the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent (a) Since the Applicable Date, the Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC. Each of the forms, reports, registration statements and other documents filed or furnished by the Company with the SEC since January 1the Applicable Date (such forms, 2017 (the “Parent SEC Documents”). Truereports, correctregistration statements, and complete copies of all Parent SEC Documents are publicly other documents, whether or not available on through ▇▇▇▇▇. To , are collectively referred to herein as the extent that any Parent “Company SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, Reports”) (i) as of the date of the last filing of such amendment or superseding filing (andreport, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and the rules and regulations thereunder, and the rules and regulations of the SEC thereunder any applicable to such Parent SEC Documents on the national securities exchange, and (ii) as of its filing date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of the last such amendment or superseding filing), contained ) 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. To As of the date of this Agreement, there are no material outstanding or unresolved comments in any comment letters received by the Company from the SEC or its staff, and, to the Knowledge of Parentthe Company, none of the Parent Company SEC Documents filed on or prior to the date of this Agreement Reports is the subject of ongoing SEC review review. No Subsidiary of the Company is, or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect has been, subject to any of requirement to file periodic reports under the Parent SEC Documents. None of Parent’s Subsidiaries Exchange Act or is otherwise required to file or furnish any formsperiodic statements, schedules, reports, forms or other documents with the SEC SEC. (b) The Company Common Stock is registered pursuant to Section 13 12(b) of the Exchange Act and listed on the NYSE American, and the Company has taken no action designed to, or 15 which to the Knowledge of the Company is reasonably likely to have the effect of, terminating the registration of the Company Common Stock under the Exchange Act or delisting the Company Common Stock from the NYSE American, and nor has the Company received any notification that the SEC is contemplating terminating such registration or that the NYSE American is contemplating such delisting. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, the Company is, and since the Applicable Date, has been, in compliance with the applicable NYSE American rules, including its listing requirements for the continued trading of the Company Common Stock on the NYSE American. (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Company has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information related to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of the Company, to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. (e) The Company has implemented and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. The Company’s management, with the participation of the Company’s principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such internal controls were effective using the framework specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. (f) Since the Applicable Date, there have not been any changes in the Company’s internal controls over financial reporting that are reasonably likely to materially affect the Company’s and its Subsidiaries’ internal controls over financial reporting. Based on its most recent evaluation of its internal controls prior to the date hereof, the Company has disclosed to its auditors and its audit committee (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (g) Since the Applicable Date, no personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Except as set forth on Section 3.4(h) of the Company Disclosure Schedule, since the Applicable Date, to the Company’s Knowledge, there has not been any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings. Since September 1, 2004 Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, required reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC (such documents filed since January September 1, 2017 (2004, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the “"Parent SEC Documents”"). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates ordates, if amended the Parent SEC Documents complied (or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andwill comply, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as filed prior to form the Closing) in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statementsand none of the Parent SEC Documents contained (or will contain, schedules, or exhibits included or incorporated by reference therein at in the time they were case of Parent SEC Documents filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained Closing) 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 financial statements of Parent included in the Knowledge Parent SEC Documents, as of Parenttheir respective dates, none complied (or will comply, in the case of the Parent SEC Documents filed prior to the Closing) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed prior to the Closing) the financial position of Parent and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein that are not expected by Parent to be material individually or in the aggregate). No Material Adverse Effect has occurred with respect to Parent subsequent to June 30, 2005 and prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActAgreement.

SEC Filings. Parent PTAC has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “PTAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration 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 PTAC SEC Reports”). Each of the PTAC SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional PTAC SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, the Exchange Act, and Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the PTAC SEC Reports or the Additional PTAC SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder applicable with respect to such Parent the PTAC SEC Documents on the date it was filedReports. None of the Parent The PTAC SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed with the SEC (or, if amended or except to the extent that information contained in any PTAC SEC Report has been superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained later timely filed PTAC SEC Report) 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. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent PACI has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statementsreports, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC, pursuant to the Exchange Act or the Securities Act since May 21, 2021 (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 their filing through the date hereof, the “PACI SEC Filings”), and, as of the Closing Date, will have filed or furnished all other statements, prospectuses, registration 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 the Exchange Act or the Securities Act through the Closing Date (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing, but excluding the Registration Statement and the Proxy Statement/Prospectus, the “Additional PACI SEC Filings”). Each of the PACI SEC Filings, as of the respective date of its filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional PACI SEC Documents complied Filings, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and Act applicable to the rules and regulations PACI SEC Filings or the Additional PACI SEC Filings. As of the SEC thereunder applicable to such Parent SEC Documents on the respective date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained the PACI 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the PACI SEC Filings. To the Knowledge of ParentPACI, none of the Parent PACI SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, (a) All reports, schedules, forms, statements, statements and other documents (including exhibits exhibits, schedules, financial statements and all other information incorporated by referencetherein) required to be filed or furnished by it Parent with the SEC for its two (2) most recent fiscal years and subsequent fiscal quarters, as they may have been supplemented, modified or amended since January 1the time of filing, 2017 including those filed subsequent to the Agreement Date and prior to the Closing (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment have been or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so will be filed or furnished with the SECSEC on a timely basis. As of their respective filing dates the time it was filed with the SEC (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, as of then on the date of the last such amendment or superseding filing filing): (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act (as the case may be); and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None (ii) none of the Parent SEC DocumentsDocuments contained when filed (and, including any financial in the case of registration statements and proxy statements, scheduleson the dates of effectiveness and the dates of mailing, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained respectively) any untrue statement of a material fact or omitted omitted, as the case may be, 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 Parent’s subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. Parent is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Knowledge knowledge of ParentParent and except as set forth on Schedule 4.9, as of the Agreement Date, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC SEC. (b) Parent is in compliance in all material respects with all current listing requirements of NASDAQ. The Parent Stock is registered pursuant to Section 13 or 15 12(b) of the Exchange Act and listed on NASDAQ, and Parent has taken no action designed to, or which to the knowledge of Parent is reasonably likely to have the effect of, terminating the registration of the Parent Stock under the Exchange Act or delisting the Parent Stock from NASDAQ, nor has Parent received as of the Agreement Date any notification that the SEC or NASDAQ is contemplating terminating such registration or listing. (c) Each of the consolidated financial statements (including, in each case any notes and schedules thereto) contained in or incorporated by reference into the Parent SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates. The balance sheets included in such financial statements fairly present, in all material respects, the financial position of Parent as of their respective dates, and the related statements of operations, stockholder’s deficit and cash flows included in such financial statements fairly present, in all material respects, the results of its operations and cash flows for the periods indicated therein, in each case in accordance with GAAP applied on a consistent basis, with only such deviations from such accounting principles and/or their consistent application as are referred to in the notes to such financial statements and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments and the absence of related notes (none of which year-end adjustments or footnote disclosures would be material). Neither Parent nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the Agreement Date, to be reflected on a consolidated balance sheet of Parent (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of Parent and its Subsidiaries as of June 30, 2023 (the “Balance Sheet Date”), included in the Parent SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business (other than any such liabilities related to any breach of contract, violation of law or tort), (iii) that have been discharged or paid prior to the Agreement Date or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. (d) Parent has established and maintains, and at all times since January 1, 2022, has maintained, disclosure controls and procedures and a system of internal controls 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. Since January 1, 2022, neither Parent nor, to the knowledge of Parent, ▇▇▇▇▇▇’s independent registered public accounting firm, has identified or been made aware of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Parent’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial data, in each case, which has not been subsequently remediated.

SEC Filings. Parent LIFD has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2021 (the “Parent LIFD SEC Documents”). True, correct, and complete copies of all Parent the LIFD SEC Documents are publicly available on ▇▇▇▇▇. To in the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwiseElectronic Data Gathering, the Company has made available to the Company the full text Analysis, and Retrieval database of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent LIFD SEC Documents complied as to form conform in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent LIFD SEC Documents on the date it was filedDocuments. None of the Parent LIFD SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that LIFD makes no representation as to the accuracy and completeness of its risk factors and other disclosures regarding the growing, extraction, testing, manufacturing, sale, distribution or transport of marijuana products, hemp products, hemp-derived products, other cannabis industry products, or psychoactive or psychedelic products. To the Knowledge of ParentLIFD, none of the Parent LIFD 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 Parent SEC Documentsinvestigation. None of ParentLIFD’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. (a) Parent has timely filed with or furnished to, as applicable, to the SEC all reports, forms, certifications, schedules, registration statements, prospectuses, reports, schedules, forms, statements, and other documents definitive proxy statements (including exhibits and all other information incorporated by referencetherein) required to be filed or furnished by it with the SEC since January October 1, 2017 2010 (the “Parent SEC Documents”). True, correct, and complete copies of all Each Parent SEC Documents are publicly available on ▇▇▇▇▇. To Document, at the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment time filed (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing or amendment prior to the date of this Agreement, as then at the time of the date of the last such amendment or superseding filing (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetingsmailing, respectively), each of the Parent SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documentsthereunder, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed and (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To No Parent subsidiary is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents filed on is the subject of any ongoing SEC review. (b) The consolidated financial statements of Parent, together with the related schedules and notes thereto, included in the Parent SEC Documents, as of their respective date of filing with the SEC (or if amended or superseded by a filing or amendment prior to the date of this Agreement is Agreement, then at the subject time of ongoing SEC review or outstanding SEC investigation such filing and there are no outstanding or unresolved comments received from in the case of registration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof, and the statements of income, cash flows and stockholders’ equity of Parent and its consolidated Subsidiaries for the periods specified, and such consolidated financial statements have been prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, except as noted therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments). (c) Except for matters reflected or reserved against in the consolidated, unaudited balance sheet of Parent as of the last completed fiscal month (the “Parent Balance Sheet Date”), neither Parent nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its consolidated subsidiaries (including the notes thereto), except liabilities or obligations that (i) were incurred in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date, (ii) were incurred in connection with the transactions contemplated by this Agreement or (iii) individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any relating to any transaction or relationship between or among Parent and any of its subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its subsidiaries, in Parent’s financial statements or the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions Acquiror Inception Date pursuant to a request for confidential treatment the Exchange Act or otherwisethe Securities Act or other applicable securities Laws other than the Registration Statement, Prospectus and the Company has made available to Proxy Statement (collectively, as they have been amended since the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As time of their respective filing dates or, if amended or superseded by a subsequent filing prior to through the date of this Agreement, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the date of the last such amendment or superseding filing (andits filing, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates as of the relevant meetingsdate of any amendment thereof, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the rules and regulations of the SEC thereunder any other securities Laws applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None of the Parent Acquiror SEC DocumentsFilings, including any financial statements, schedules, as of the date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, as of then on the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement is the subject of to ongoing SEC review or outstanding investigation as of the date of this Agreement. Notwithstanding the foregoing, this representation and warranty shall not apply to any statement or information in the Acquiror SEC investigation Filings that relates to (i) the topics referenced in the SEC’s “Staff Statement on Accounting and there are no outstanding Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021, (ii) the classification of shares of Acquiror Common Stock as permanent or unresolved comments received from temporary equity, or (iii) any subsequent guidance, statements or interpretations issued by the SEC with respect or the staff of the SEC to the extent applicable to the foregoing clause (i) or (ii) (collectively, the “SEC Guidance”), and no correction, amendment or restatement of any of the Parent Acquiror SEC Documents. None of Parent’s Subsidiaries is required Filings due to file or furnish any forms, reports, or other documents with the SEC pursuant Guidance shall be deemed to Section 13 be a breach of any representation or 15 of the Exchange Actwarranty by Acquiror.

SEC Filings. (a) Since January 1, 2023, Parent has timely filed with or otherwise furnished to, (as applicable, ) with the SEC all registration statements, prospectusesforms, reports, proxy statements, schedules, forms, statements, registration statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing under applicable Law prior to the date of this AgreementAgreement Date, as of together with all certifications required pursuant to the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including all certifications required under Section 302 and the rules and regulations 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (such documents and any other documents filed by Parent with the SEC thereunder applicable to such since January 1, 2023 through the Agreement Date, as have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents on the date it was filedDocuments”). None of the Subsidiaries of Parent is currently or has, since becoming a Subsidiary of Parent been, required to file any forms, reports or other documents with the SEC. (b) As of their respective SEC Documents, including any financial statements, schedulesfiling dates, or exhibits included or incorporated by reference therein at the time they were filed (orin each case, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, as of the date of the last such amendment amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Exchange Act or superseding filing)the Securities Act, contained as the case may be, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder and, except to the extent superseded or amended by a subsequent filing with the SEC prior to the Agreement Date, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To . (c) As of the Knowledge of ParentAgreement Date, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of outstanding SEC comment or, to the knowledge of Parent, ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect review. (d) Since January 1, 2023, subject to any applicable grace periods, Parent has been in and is in compliance in all material respects with the applicable rules and regulations of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActNYSE.

SEC Filings. Parent SeqLL 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) reports required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to the Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”), 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 the 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 Proxy Statement and the Registration Statement, the “Additional SEC Reports”). Each of the SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Securities ActLaws (including, the Exchange Actas applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of promulgated thereunder) applicable to the SEC thereunder applicable to such Parent Reports or the Additional SEC Documents on Reports. As of their respective dates of filing, the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. To the Knowledge As of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Since January 1, 2023, Parent has timely filed with or and furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedulesstatements (including registration statements), forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1including all audited consolidated balance sheets and related statements of income, 2017 (the “stockholders’ equity and cash flows of Parent SEC Documents”). Trueand its Subsidiaries on Form 10-K and unaudited consolidated balance sheets and related statements of income, correctstockholders’ equity and cash flows of Parent and its Subsidiaries on Form 10-Q, and complete copies all of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant which have complied, as to a request for confidential treatment or otherwiseform, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As as of their respective filing dates or, (or if amended or superseded by a subsequent filing or amendment prior to the date of this Agreement, as then at the time of the date of the last such filing or amendment or superseding filing (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetingsmailing, respectively), each of the Parent SEC Documents complied as to form in all material respects with the all applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, and in each case, the rules and regulations of the SEC thereunder applicable to promulgated thereunder. None of such Parent SEC Documents on the date it was filed. None of the Parent SEC DocumentsReports, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein therein, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)furnished, 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. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement Reports 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 comment. As of the Parent SEC Documents. None date hereof, none of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents periodic reports with the SEC pursuant to Section 13 or 15 of the Exchange Act. Parent is, and shall not take any action that would cause it to cease being, a “well-known seasoned issuer” as defined in Securities Act.

SEC Filings. (a) Parent 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 Parent with the SEC since January 1the effective date of the registration statement for Parent's initial public offering. All such required forms, 2017 reports and documents (including those that Parent may file subsequent to the “date hereof) are referred to herein as the "Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. Reports." As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act, Act or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent 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 prior to filing, then on the date of this Agreement, as of the date of the last such amendment or superseding filing), contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To , except to the Knowledge extent corrected by a subsequently filed Parent SEC Report. (b) Each of Parentthe audited consolidated financial statements (including, none of in each case, any related notes thereto) contained in the Parent SEC Documents Reports (the "Parent Financials"), including any Parent SEC Reports filed on or prior to after the date hereof until the Closing Date, (i) complied as to form in all material respects with the published rules and regulations of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 1O-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The audited balance sheet of Parent contained in Parent SEC Reports as of December 31, 1999 is hereinafter referred to as the "Parent Balance Sheet." Except as disclosed in the Parent Financials, since December 31, 1999, neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) that are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent SEC Documents. None Balance Sheet in the ordinary course of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents business consistent with the SEC pursuant to Section 13 or 15 of the Exchange Actpast practices and liabilities incurred in connection with this Agreement.

SEC Filings. Parent PTIC II has timely filed (except as disclosed in a Notification of Late Filing filed by PTIC II with the SEC) 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 prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 2017 (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 their filing through the date hereof, including all exhibits and schedules and documents incorporated by reference therein, the “Parent PTIC II SEC DocumentsReports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration 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 through the Closing, but excluding the Registration Statement / Proxy Statement, the “Additional PTIC II SEC Reports”). TrueEach of the PTIC II SEC Reports, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As as of their respective filing dates orof filing, or if amended or superseded by a subsequent filing prior to the date of this Agreement, Agreement as of the date of the last any such amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional PTIC II SEC Documents complied Reports, as of their respective dates of filing, or if amended or superseded by a filing prior to form the date of Closing as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, the Exchange Act, and Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the PTIC II SEC Reports or the Additional PTIC II SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder applicable with respect to such Parent the PTIC II SEC Documents on the date it was filedReports. None of the Parent The PTIC II SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed with the SEC (or, if amended or except to the extent that information contained in any PTIC II SEC Report has been superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained later timely filed PTIC II SEC Report) 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. To the Knowledge of Parent; provided, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are however, that PTIC II makes no outstanding or unresolved comments received from the SEC representation with respect to any of forward-looking statements contained in the Parent PTIC II SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Parent has timely filed (a) The Company and the Members acknowledge that: (i) the Parent’s stockholders must approve the transactions contemplated by this Agreement prior to the transactions contemplated hereby being consummated and that, in connection with or furnished to, as applicablesuch approval, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, Parent must call a special meeting of its stockholders requiring Parent to prepare and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it file with the SEC since January 1, 2017 a proxy statement and proxy card (the “Parent SEC DocumentsProxy Statement”). True; (ii) the Parent’s warrant holders must approve an amendment to the Parent Warrants prior to the transactions contemplated hereby being consummated in order to permit the Parent Warrants to become exercisable for Parent Common Stock and that, correctin connection with such approval, the Parent must call a special meeting of its warrant holders requiring Parent to prepare and file with the SEC a Proxy Statement and proxy card, which will be included in the Proxy Statement. (iii) the Parent will be required to file Quarterly and Annual reports that may be required to contain information about the transactions contemplated by this Agreement; and (iv) the Parent will be required to file Current Reports on Form 8-K to announce the transactions contemplated hereby and other significant events that may occur in connection with such transactions. (b) In connection with any filing the Parent makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, the Company, the Subsidiaries, the Class A Members and the Manager will, and complete copies of all Parent use their best efforts to cause their Affiliates, in connection with the disclosure included in any such filing or the responses provided to the SEC Documents are publicly available on ▇▇▇▇▇. To in connection with the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant SEC’s comments to a request for confidential treatment or otherwisefiling, to use their best efforts to (i) cooperate with the Parent, (ii) respond to questions about the Company has made available to or the Company Members required in any filing or requested by the full text of all such SEC, and (iii) provide any information requested by Parent SEC Documents that it has so filed or furnished Parent’s representatives in connection with any filing with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior In the Proxy Statement distributed to the date of this AgreementParent’s stockholders, as the effectiveness of the date Transaction shall be conditioned upon the approval of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActRedomestication Merger, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations effectiveness of the SEC thereunder applicable to such Parent SEC Documents on Redomestication Merger shall be conditioned upon the date it was filed. None approval of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActTransaction.

SEC Filings. Parent 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 with the SEC prior to the Date of this Agreement and since January 1the date of Acquiror’s formation, 2017 pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”). TrueEach of the Acquiror SEC Filings, correctas of the respective date of its filing, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (andany amendment, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on the date it was filedFilings. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain when filed, or if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. Parent The Company has timely filed with or furnished tofurnished, as applicable, the SEC on a timely basis all registration statements, prospectuses, reports, schedules, forms, statements, certifications, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1December 31, 2017 2012 (the “Parent SEC DocumentsCompany Reports”). TrueThe Company Reports, correctwhen they became effective or were filed with or furnished to the SEC, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and complete copies the rules and regulations thereunder and none of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the extent that statements therein, in light of the circumstances under which they were made, not misleading; and any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has further documents so filed or furnished after the date hereof and on or prior to the Closing, when such documents become effective or are filed with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form will conform in all material respects with to the applicable requirements of the Securities Act, Act or the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actas applicable, and the rules and regulations of the SEC thereunder applicable and will not contain any untrue statement of a material fact or omit to such Parent state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No order preventing or suspending the use of the Base Prospectus has been issued by the SEC Documents on and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, and no proceedings for that purpose have been instituted or, to the Company’s knowledge, are threatened by the SEC. The Registration Statement complied when it became effective, in all material respects, with the requirements of Form S-3 under the Securities Act. The conditions to the use of Form S-3 in connection with the offering and issuance of the Securities as contemplated hereby have been satisfied. The Registration Statement did not as of the date it was filed. None hereof, and will not as of the Parent SEC DocumentsClosing Date, including contain any financial statements, schedules, untrue statement of a material fact or exhibits included omit to state a material fact required to be stated therein or incorporated by reference necessary to make the statements therein at not misleading; and the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementProspectus, as of the date that it is filed with the SEC and as of the last Closing Date, does not or will not, as applicable, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Securities Act has been or will be made in the manner and within the time period required by Rule 424(b). The documents incorporated by reference in the Registration Statement and the Prospectus as of the Closing Date, at the time they became effective or were filed with the SEC, as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder, and at the time they became effective or were filed with the SEC, as the case may be, none of such amendment or superseding filing), documents 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 the light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Parent STPC has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “STPC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration 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 STPC SEC Reports”). STPC has heretofore furnished to the Company true and correct copies of all amendments and modifications, if any, that have not been filed by STPC with the SEC to all agreements, documents and other instruments that previously had been filed by STPC with the SEC and are currently in effect. Each of the STPC SEC Reports, as of their respective dates of filing, and as of the date of the last such any amendment or superseding filing (andthat superseded the initial filing, in the case of registration statements complied, and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent Additional STPC SEC Documents complied Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Act, Laws (including the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations promulgated thereunder) applicable to the STPC SEC Reports or the Additional STPC SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder applicable with respect to such Parent the STPC SEC Documents on the date it was filedReports. None of the Parent The STPC SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein Reports did not at the time they were filed with the SEC (or, if amended or except to the extent that information contained in any STPC SEC Report has been superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filinglater timely filed STPC SEC Report), contained and the Additional STPC SEC Reports will not, at the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To Notwithstanding anything to the Knowledge of Parentcontrary in this Agreement, none no representation or warranty is made as to the accounting treatment of the Parent SEC Documents filed on issued and outstanding STPC Warrants, or prior as 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 any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the accounting treatment of such STPC Warrants, in any of the Parent STPC SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActReports.

SEC Filings. Financial Statements: ▇▇▇▇▇▇▇▇-▇▇▇▇▇. (a) Parent has timely filed with or furnished toall prospectuses, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, statements and other documents (documents, including any exhibits and all other information incorporated by reference) thereto, required to be filed or furnished by it with the SEC since January 1formation, 2017 together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC DocumentsReports”). True, correct, and complete will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SECSEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of i) the Parent SEC Documents complied as to form Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents on the date it was filed. None of and (ii) the Parent SEC DocumentsReports did not, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (filed, or, if amended or superseded by a subsequent filing prior to the date of this Agreementamended, as of the date of such amendment, and the last such amendment or superseding filing)Additional Parent SEC Reports will not, 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 not misleading, in the case of any Parent SEC Report or Additional Parent SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained or incorporated by reference in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Parent SEC Reports, none of Parent or any Parent Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Section 6.7(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified, been made aware of, or received any written complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent or Parent Subsidiary, (ii) any fraud, whether or not material, that involves Parent’s management or other employees of Parent or any Parent Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or any Parent Subsidiary or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the Knowledge knowledge of ParentParent and since January 1, 2022, none of the Parent SEC Documents Reports filed on or prior to the date of this Agreement hereof has been or is the subject of to ongoing SEC review or outstanding investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC investigation and there are no outstanding Reports or unresolved comments received in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC with respect or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any of the Parent SEC Documents. None correction, revision, amendment or restatement of Parent’s Subsidiaries is required financial statements due to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 Guidance result in a breach of any representation or 15 of the Exchange Actwarranty by Parent.

SEC Filings. (a) Parent or Parent OP has timely filed with or furnished tofurnished, as applicable, with the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it Parent or Parent OP, respectively, with the SEC since January 1December 31, 2017 2016 (collectively, the “Parent SEC Documents”). True, correct, and complete copies . (b) As of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To their respective effective dates (in the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text case of all such Parent SEC Documents that it has so are registration statements filed or furnished with pursuant to the SEC. As requirements of the 1933 Act) and as of their respective filing dates (in Table of Contents the case of all other applicable Parent SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)this Agreement, each of the Parent SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable requirements of the Securities 1934 Act and the 1933 Act, as the Exchange Actcase may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents and in effect at the time it was filed and (ii) was prepared in all material respects in accordance with the applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the date it was so filed. None . (c) As of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filingfiling with respect to the disclosures that are amended), none of the Parent 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. To . (d) As of the Knowledge date of this Agreement, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the Parent SEC Documents and (ii) to the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of an ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from review. (e) No Subsidiary of Parent other than Parent OP is subject to the SEC with respect to any periodic reporting requirements of the Parent SEC Documents. None of Parent’s Subsidiaries 1934 Act or is otherwise required to file or furnish any periodic forms, reports, schedules, statements or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent (a) 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 referenceany amendments thereto) required by Law to be so filed or furnished by it since January 1, 2006. The Company has delivered, or otherwise made available through the Company’s filings with the SEC, to Parent (i) the Company’s annual reports on Form 10-K for its fiscal years ended December 31, 2008, 2007 and 2006, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company since December 31, 2007, and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1, 2017 2006 (the documents referred to in this Section 3.07, together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Parent SEC DocumentsReports”). True. (b) As of its filing date, correctthe SEC Reports complied, and complete copies of all Parent each such SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so Report filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof will comply, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the published rules and regulations of the SEC thereunder, as the case may be, each as in effect on its respective filing date. (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 SEC Report filed pursuant to the Securities Act did not, and each such SEC Report 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) Each SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), did not, and each such SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company since August 14, 2002, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations . As of the SEC thereunder applicable date of this Agreement, no Subsidiary of the Company is subject to such Parent SEC Documents on the date it was filedperiodic reporting requirements of the Exchange Act. None of the Parent SEC DocumentsCompany, including any financial statements, schedules, or exhibits included or incorporated by reference therein at current executive officer of the time they were filed (Company or, if amended to the Company’s knowledge, any former executive officer of the Company has received written notice from any Governmental Authority challenging or superseded by a subsequent questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the SEC Reports filed prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. Since January 1, 2022, Parent has timely filed with or and furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedulesstatements (including registration statements), forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1including all audited consolidated balance sheets and related statements of income, 2017 (the “stockholders’ equity and cash flows of Parent SEC Documents”). Trueand its Subsidiaries on Form 10-K and unaudited consolidated balance sheets and related statements of income, correctstockholders’ equity and cash flows of Parent and its Subsidiaries on Form 10-Q, and complete copies all of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant which have complied, as to a request for confidential treatment or otherwiseform, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As as of their respective filing dates or, (or if amended or superseded by a subsequent filing or amendment prior to the date of this Agreement, as then at the time of the date of the last such filing or amendment or superseding filing (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetingsmailing, respectively), each of the Parent SEC Documents complied as to form in all material respects with the all applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, and in each case, the rules and regulations of the SEC thereunder applicable to promulgated thereunder. None of such Parent SEC Documents on the date it was filed. None of the Parent SEC DocumentsReports, including any financial statements, schedules, statements or exhibits schedules included or incorporated by reference therein therein, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing)furnished, 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. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement Reports 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 comment. As of the Parent SEC Documents. None date hereof, none of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents periodic reports with the SEC pursuant to Section 13 or 15 of the Exchange Act. Parent is, and shall not take any action that would cause it to cease being, a “well-known seasoned issuer” as defined in Securities Act.

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 2019, (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇E▇▇▇▇. To the extent that any Parent SEC Document available on ▇E▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings. Parent Acquiror has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedulesregistration statements, forms, statements, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1March 18, 2017 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”), except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. TrueEach of the Acquiror SEC Filings, correct, and complete copies as of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment respective date of its filing (or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing made prior to the date of this AgreementAgreement or the Closing Date, as of the date of the last such amendment or superseding filing (and, in prior to the case date of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelythis Agreement), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the any rules and regulations of the SEC promulgated thereunder applicable to such Parent the Acquiror SEC Documents on Filings, except as would not, or would not reasonably be expected to, materially and adversely impact the date it was filedbusiness of Acquiror and its Subsidiaries, taken as a whole. None As of the Parent SEC Documents, including any financial statements, schedules, respective date of its filing (or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement or the Closing Date, then as of the date of the last such amendment amendment, supplement or superseding filing), contained the Acquiror SEC Filings did not contain, when filed, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the Knowledge knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Filings filed on or prior to the date of this Agreement hereof is the subject of to ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any as of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Actdate hereof.

SEC Filings. (a) Parent has filed on a timely filed with or furnished to, as applicable, the SEC basis all registration statements, prospectuses, reports, schedules, forms, statementsreports, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1(collectively, 2017 (including all exhibits thereto, the “Parent SEC DocumentsReports”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all All such Parent SEC Documents that it has so filed or furnished Reports (i) were prepared in accordance with the SEC. As requirements of their respective filing dates the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended or superseded by a subsequent filing prior to the date of this Agreementsupplemented, as of the date of the last such amendment or superseding filing (andsupplement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a Parent SEC Report filed as of a later date (but before the date of this Agreement) that is publicly available. To No Parent Subsidiary is required to file any form, report or other document with the Knowledge SEC. (b) Parent has timely filed and has delivered to the Company all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇) with respect to any Parent SEC Report, and all such certifications were each true and correct when made. Parent has also delivered to the Company all comment letters received by Parent from the Staff of the SEC since January 1, 2002 and all responses to such comment letters by or behalf of Parent. Parent maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, none and such controls and procedures are effective to ensure that all material information concerning Parent and Parent Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings. As of the date hereof, Parent SEC Documents filed is not conducting or required to conduct any investigation as a result of any such report that, to Parent’s Knowledge, is reasonably likely to have a material effect on Parent’s past or future reported results of operation or financial position. (c) Since its effective date, Parent has been in compliance in all material respects with the applicable requirements of The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended. (d) Parent is in compliance with the applicable listing rules of the Nasdaq National Market and has not received any notice from the Nasdaq National Market asserting any non-compliance with such rule which has not been resolved 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 Agreement. Back to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActContents

SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2017 2020 (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the Exchange Act shall be considered timely for this purpose) (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedDocuments. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None As of Parent’s Subsidiaries immediately prior to the Effective Time, there is required adequate current public information with respect to file or furnish any forms, reports, or other documents with the SEC Parent pursuant to Section 13 or 15 of Rule 144(c)(1) under the Exchange Securities Act.

SEC Filings. (a) Parent has timely filed and furnished with or furnished to, as applicable, the SEC all registration statementsforms, reports, certifications, prospectuses, reportsproxy statements, schedules, statements, and other documents required to be filed by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including exhibits and all other information incorporated by referenceamendments thereto) required to be filed or furnished on a voluntary basis on Form 8-K by it Parent with the SEC since January 1, 2017 (such date are herein collectively referred to as the “Parent "SEC Documents”). True, correct, and complete copies Filings." Copies of all Parent SEC Documents Filings are publicly available on ▇E▇▇▇▇. To the extent that any Parent SEC Document Filing available on ▇E▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company Parent has made available to the Company the full text of all such Parent SEC Documents Filing that it has so filed or furnished with the SEC. As Each of their respective filing dates the SEC Filings, at the time filed, or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedfederal securities laws. None of the Parent SEC DocumentsFilings, including any financial statements, schedules, schedules or exhibits included or incorporated by reference therein therein, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. To All Parent Material Contracts have been included in the Knowledge of ParentSEC Filings, none except for those contracts not required to be filed pursuant to the rules and regulations of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC DocumentsSEC. None of Parent’s 's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, all related notes and schedules) of Parent included or incorporated by reference in (a) Parent's annual report on Form 10-K filed December 22, 2020, for the fiscal year ended September 30, 2020 (including the notes thereto), and (b) Parent's quarterly report on Form 10-Q for the period ended March 31, 2021 (collectively, the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC pursuant with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved; and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to Section 13 normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or 15 other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Parent (including any employee thereof) has not received written notice from Parent's independent auditors that Parent's independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. Since October 1, 2020, Parent has not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any material complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (d) The audited balance sheet of Parent dated as of September 30, 2020, contained in the SEC Filings filed prior to the date hereof is hereinafter referred to as the "Parent Balance Sheet." Neither Parent nor any of its Subsidiaries has any Liabilities that are required by GAAP to be included on a consolidated balance sheet of Parent other than Liabilities that: (i) are reflected or reserved against in the Parent Balance Sheet (including in the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of business, including any Parent COVID Actions; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (f) As of the date hereof, there are no outstanding or unresolved SEC comments from the SEC with respect to the SEC Filings. To Parent's Knowledge, none of the SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (g) Since October 1, 2019, each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Filings, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. Since January 1, 2020, Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings. (a) Parent has filed on a timely filed with or furnished to, as applicable, the SEC basis all registration statements, prospectuses, reports, schedules, forms, statementsreports, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1(collectively, 2017 (including all exhibits thereto, the “Parent SEC DocumentsReports”). True, correct, and complete copies of all Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all All such Parent SEC Documents that it has so filed or furnished Reports (i) were prepared in accordance with the SEC. As requirements of their respective filing dates the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended or superseded by a subsequent filing prior to the date of this Agreementsupplemented, as of the date of the last such amendment or superseding filing (andsupplement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filed. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a Parent SEC Report filed as of a later date (but before the date of this Agreement) that is publicly available. To No Parent Subsidiary is required to file any form, report or other document with the Knowledge SEC. (b) Parent has timely filed and has delivered to the Company all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇) with respect to any Parent SEC Report, and all such certifications were each true and correct when made. Parent has also delivered to the Company all comment letters received by Parent from the Staff of the SEC since January 1, 2002 and all responses to such comment letters by or behalf of Parent. Parent maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, none and such controls and procedures are effective to ensure that all material information concerning Parent and Parent Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings. As of the date hereof, Parent SEC Documents filed is not conducting or required to conduct any investigation as a result of any such report that, to Parent’s Knowledge, is reasonably likely to have a material effect on Parent’s past or future reported results of operation or financial position. (c) Since its effective date, Parent has been in compliance in all material respects with the applicable requirements of The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended. (d) Parent is in compliance with the applicable listing rules of the Nasdaq National Market and has not received any notice from the Nasdaq National Market asserting any non-compliance with such rule which has not been resolved 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 Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActAgreement.

SEC Filings. (a) Parent has timely filed with provided or furnished to, as applicable, made available to BBT and the SEC all registration statements, prospectuses, reports, schedules, forms, statements, BBT Shareholders copies of each of the periodic reports and other documents filed by Parent with the Securities and Exchange Commission (including exhibits “SEC”). Parent has filed all reports, documents and all other information incorporated by reference) required of it to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent PARENT SEC DocumentsREPORTS”). True, correct, and complete copies of all The Parent SEC Documents are publicly available on ▇▇▇▇▇. To the extent that any Parent SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished Reports were prepared in accordance with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the “SECURITIES ACT”), or the Exchange Act, and as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcase may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents on the date it was filedReports. None No statement or disclosure included in any of the Parent SEC DocumentsReports, including documents or information filed by Parent with the SEC includes any financial statementsstatement that, scheduleswhen made, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any contains an 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 contained therein, in light of the circumstances under which they were such statements are made, not misleading. To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries subsidiaries is required to file or furnish any formsform, reports, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the “PARENT FINANCIALS”), including any Parent SEC Reports filed after the date hereof until the Closing Date, (x) complies as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) was prepared in accordance with GAAP and (z) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations for the periods indicated. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to Section 13 the Securities Act or 15 of the Exchange Act.