Common use of SEC Filings Clause in Contracts

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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”) filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Except as set forth on Schedule 4.20, the Company has timely filed with or furnished to to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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 including exhibits and schedules thereto and all other information incorporated thereinby reference) required to be filed or furnished by it with the SEC since January 1, 2022 (the “Parent Company SEC Documents”) ). True, correct, and complete copies of all Company SEC Documents are publicly available in XXXXX. To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx ActAct of 2002 (including the rules and regulations promulgated thereunder) and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, as including any financial statements, schedules, or exhibits included or incorporated by reference therein at the case may be. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . To the 1933 Act, as Knowledge of the date such registration statement or amendment or supplement became effectiveCompany, 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 none of the circumstances under which they were made, not misleading. (e) Parent Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and since January 1, 2010, has been in compliance in all material respects there are no outstanding or unresolved comments received from the SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations Company SEC Documents. None of the NYSE. (f) Parent and its Company’s Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and neither the NYSECompany nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Body.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, registration reports, schedules, forms, statements and other documents required to be filed with or furnished documents, as each of the foregoing have been amended since the time of their filing, (including those that Parent may file subsequent to the SEC by Parent since January 1, 2010. (bdate hereof) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished are referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC Documents”Reports.” As of their respective dates, the Parent SEC Reports (i) filed prior to the date of this Agreement compliedwere prepared in accordance with, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with with, the applicable requirements of the NYSE, Securities Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior and, in each case, the rules and regulations promulgated thereunder applicable to the date of this Agreement, on the date of such filing), each Parent SEC Document Reports and (ii) did not at the time they were 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 omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. , except to the extent revised: (dA) Each in the case of Parent SEC Document Reports filed on or prior to the date of this Agreement that is a registration statement, as were amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement superseded on 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and by the audit committee filing of the Board of Directors applicable amending or superseding Parent SEC Report; and (B) in the case of Parent (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 SEC Reports filed after the date of this Agreement any disclosure that are amended or superseded prior to the Effective Time, by the filing of the type described in applicable amending or superseding Parent SEC Report. Parent has Made Available to the preceding sentence made by management to Parent’s auditors Company true, correct and audit committee 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, 2010. (h) Since January 12003, 2010including all SEC comment letters and responses to such comment letters by or on behalf of Parent. To Parent’s Knowledge, each as of the date hereof, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officer officers of Parent and the principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and or Rule 15d-14 under the 1934 Exchange Act and or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and any related rules and regulations promulgated by “principal financial officer” shall have the SEC and meanings given to such terms in the NYSE, and the statements contained in any such certifications are true and completeXxxxxxxx-Xxxxx Act of 2002.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2020 (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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and the NYSEneither Parent nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Entity.

SEC Filings. (a) Parent Since January 1, 2019, Seller has timely filed with or furnished to the SEC all forms, reports, schedules, forms, statements, prospectuses, registration statements and other documents documents, including any exhibits thereto, required to be filed by it with or furnished the Securities and Exchange Commission (the “SEC”) relating to the SEC by Parent since January 1, 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 (collectivelyAcquired Companies, together with any exhibits and schedules amendments, restatements or supplements thereto and other information incorporated therein(collectively, the “Parent SEC DocumentsReports”) filed prior to ). As of their respective dates, the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Reports complied in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. (c) . As of its filing the date (orhereof, if amended there are no outstanding SEC comments from the SEC with respect to the SEC Reports. To the Knowledge of Seller, none of the SEC Reports filed on or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent hereof is subject to ongoing 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 review or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, investigation 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 misleadinghereof. (eb) Parent is and since January 1, 2010, Seller has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (f) Parent and its Subsidiaries have established and maintain maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Exchange Act). Such Seller’s disclosure controls and procedures are reasonably designed to ensure that all material information relating required to Parentbe disclosed by Seller in the reports that it files or furnishes under the Exchange Act is recorded, including its consolidated Subsidiariesprocessed, is made known to Parentsummarized 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 by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer have disclosed 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to ParentSeller’s auditors and the audit committee of the Board of Directors of Parent Seller Board, and have disclosed in the SEC Reports, all known (xi) all significant deficiencies and material weaknesses in the design or operation of internal controls which over financial reporting that are reasonably likely to adversely and materially affect ParentSeller’s ability to record, process, summarize and report financial information information, (ii) material weaknesses in the design and operation of internal controls over financial reporting and (yiii) any fraud, whether or not material, that involves the management or other employees who have a significant role in Seller’s internal controlscontrols over financial reporting. Parent Seller has made available 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 Company prior to the date reliability of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC reporting and the NYSE, and the preparation of financial statements contained for external purposes in any such certifications are true and completeaccordance with GAAP.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2018 (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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Buyer has timely filed with or furnished to to, as applicable, all of the SEC all reports, schedules, forms, statements, prospectuses, reports schedules and registration statements and other documents required to be filed with or furnished by the Company with the United States Securities and Exchange Commission (“SEC”) since its initial public offering on May 7, 2020 together with all exhibits and schedules to the SEC foregoing materials and all information incorporated therein by Parent since January 1, 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 reference (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC DocumentsReports”) filed prior to ). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of this Agreement compliedthe last such amendment or superseding filing), and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Report complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be. (c) SEC thereunder applicable to such SEC Report. As of its their respective filing date dates (or, if amended or superseded by a filing prior to subsequent filing, as of the date of this Agreement, on the date of last such amendment or superseding filing), each Parent SEC Document Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such SEC Report. None of the SEC Reports at the time they were filed pursuant to the 1934 Act prior to (or, if amended or superseded by a subsequent filing, as of the date of this Agreement did notthe last such amendment or superseding filing), and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Buyer has not received notice that any of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. (db) 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 consolidated financial statements made therein(including, in light each case, any related notes thereto) contained in or incorporated by reference into the SEC Reports: (i) have been prepared in a manner consistent with the books and records of the circumstances under which they were made, not misleading. Buyer and its consolidated Subsidiaries; (eii) Parent is and since January 1, 2010, has been in compliance complied as to form in all material respects with (i) applicable accounting requirements and the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance published rules and regulations of the NYSESEC with respect thereto as of their respective dates; (iii) was prepared in accordance with IFRS (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q) applied on a consistent basis during the period involved; and (iv) fairly presented in all material respects the consolidated financial position of the Buyer and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of the Buyer’s and its consolidated Subsidiaries’ operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount, all in accordance with IFRS and the applicable rules and regulations of the SEC. (fc) Parent and its Subsidiaries have The Buyer has established and maintain maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the 1934 Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Buyer, including its consolidated Subsidiaries, required to be disclosed in the Buyer’s periodic and current reports under the Exchange Act, is made known to Parentthe Buyer’s principal chief executive officer and its principal chief financial officer by others within those entities, particularly during the periods in which the periodic reports entities to allow timely decisions regarding required disclosures as required under the 1934 Act are being preparedExchange Act. Such The chief executive officer and chief financial officer of the Buyer have evaluated the effectiveness of the Company’s disclosure controls and procedures are effective and, to the extent required by applicable Law, presented in timely alerting Parent’s principal executive officer any applicable SEC Report, its conclusions about the effectiveness of the disclosure controls and principal financial officer to material information required to be included in Parent’s periodic and current reports required under procedures as of the 1934 Actend of the period covered by such report or amendment based on such evaluation. (gd) Parent and its Subsidiaries have The Buyer has established and maintain maintains a system of internal controls. Such internal controls are sufficient control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which is designed to provide provide, reasonable assurance regarding the reliability of Parentthe Buyer’s and its consolidated Subsidiaries’ financial reporting and the preparation of Parent’s their financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010IFRS. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) The Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2007 (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”) ). The Parent has made available to Parent all such Parent SEC Documents that it has so filed or furnished prior to the date hereof. As of this Agreement compliedtheir respective filing dates (or, and each Parent SEC Document filed if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement will comply, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx Exchange Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such filinghereof), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . None 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 Xxxxxxxx-Xxxxx 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). 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 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 Subsidiaries is required to be included in Parent’s periodic and current file or furnish any forms, reports required under the 1934 Act. (g) Parent and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Except as set forth on Schedule 5.20 of the Merger Agreement, the Purchaser has timely filed with or furnished to to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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 including exhibits and schedules thereto and all other information incorporated thereinby reference) required to be filed or furnished by it with the SEC since January 1, 2022 (the “Parent SEC Documents”) ). True, correct, and complete copies of all Purchaser are publicly available in XXXXX. To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Purchaser has made available to the Sellers the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx ActAct of 2002 (including the rules and regulations promulgated thereunder) and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents. None of the Purchaser Documents, as including any financial statements, schedules, or exhibits included or incorporated by reference therein at the case may be. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of the Purchaser, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Parent SEC Documents. None of the circumstances under which they were made, not misleading. (e) Parent Purchaser’s Subsidiaries is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and neither the NYSEPurchaser nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Body.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2020 (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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and the NYSEneither Parent nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Entity.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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 including exhibits and schedules thereto and all other information incorporated thereinby reference) required to be filed or furnished by it with the SEC since January 1, 2019, (the “Parent SEC Documents”) ). True, correct, and complete copies of all Parent SEC Documents are publicly available on XXXXX. To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of the Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reportsSEC, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished made available to the Company (via EXXXX) all Parent SEC by Documents. None of the Parent since January 1, 2010SEC Documents is the subject of an outstanding SEC comment letter or outstanding SEC investigation as of the date hereof. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement date (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”) filed prior to as of the date of this Agreement any amendment or superseding filing), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the Act or 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may beapplicable. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such filing), 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of Parent is separately subject to the requirement to file reports pursuant to Section 13 or 15(d) of the 1934 Act. (ed) Since June 6, 2013, Parent is and since January 1, 2010, has been in compliance complied in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations requirements of the NYSE. (fe) The Parent and its Subsidiaries Entities have established and maintain a system of disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) under the 1934 Act). Such disclosure controls and procedures 1000 Xxx) that are designed to ensure provide reasonable assurance that material information relating to Parentthe Parent Entities, including its consolidated Subsidiariesrequired to be included in reports under the 1934 Act, is made known to Parent’s principal the chief executive officer and its principal chief financial officer of Parent by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (gf) The Parent and its Subsidiaries Entities have established and maintain a system of internal controls. Such internal controls are over financial reporting (as defined in Rule 13a-15 under the 1000 Xxx) 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 Parent has disclosed, based on their its most recent evaluation of internal controls prior to the date of this Agreementhereof, to Parent’s auditors and the 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 Board of Directors of Parent (xPublic Company Accounting Oversight Board) all significant deficiencies and material weaknesses 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 (yii) 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 made available to 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 Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal No Parent Entity has made any loan to a director or an executive officer and principal financial officer (as defined in Rule 3b-7 under the 1000 Xxx) of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required prohibited by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and completeAct.

SEC Filings. (a) Parent or Parent OP has timely filed or furnished, as applicable, with or furnished to the SEC all reports, schedulesregistration statements, forms, reports, statements, prospectuses, registration statements certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed with or furnished on or prior to the SEC date of this Agreement by Parent or Parent OP, respectively, with the SEC since January 1December 31, 20102016 (collectively, the “Parent SEC Documents”). (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of Parent SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the SEC by Parent since January 1, 2010 requirements of the 0000 Xxx) and as of their respective filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “applicable Parent SEC Documents”) filed ), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement compliedAgreement, and each Parent SEC Document filed subsequent as of the date of the last such amendment or superseding filing prior to the date of this Agreement will complyAgreement, each of the Parent SEC Documents (i) complied at the time it was filed as to form in all material respects with the requirements of the 1934 Act and the 1933 Act, as the case may be, 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 NYSE, the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the Xxxxxxxx-Xxxxx Act, as the case may bedate so filed. (c) As of its their respective filing date dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on as of the date of such filingamendment or superseding filing with respect to the disclosures that are amended), each none of the 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 Documents contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the 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’s auditors and the audit committee , none of the Board Parent SEC Documents is the subject of Directors of Parent (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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010an ongoing SEC review. (he) Since January 1, 2010, each of the principal executive officer and principal financial officer No Subsidiary of Parent (or each former principal executive officer and principal financial officer other than Parent OP is subject to the periodic reporting requirements 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 or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and completeSEC.

SEC Filings. (ai) Parent has timely filed with or furnished to the SEC all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since April 1, 2004. All such required registration statements, prospectuses, registration reports, schedules, forms, statements and other documents required to be filed with or furnished documents, as each of the foregoing have been amended since the time of their filing (including those that Parent may file subsequent to the SEC by Parent since January 1, 2010. (bdate hereof) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished are referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC Documents”Reports.” As of their respective dates, the Parent SEC Reports (A) filed prior to the date of this Agreement compliedwere prepared in accordance with, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with with, the applicable requirements of the NYSE, Securities Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior and, in each case, the rules and regulations promulgated thereunder applicable to the date of this Agreement, on the date of such filing), each Parent SEC Document Reports and (B) did not at the time they were filed pursuant to (and in the 1934 Act prior to the date case of this Agreement did notregistration statements, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date as of this Agreement will not, their respective effective dates) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. , except in the case of each of the preceding clauses (dA) Each and (B) to the extent corrected: (1) in the case of Parent SEC Document Reports filed on or prior to the date of this Agreement that is a registration statement, as were amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement superseded on 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and by the audit committee filing of the Board of Directors applicable amending or superseding Parent SEC Report; and (2) in the case of Parent (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 SEC Reports filed after the date of this Agreement any disclosure that are amended or superseded prior to the Closing, by the filing of the type described in applicable amending or superseding Parent SEC Report. As of the preceding sentence made by management date hereof, none of the Parent SEC Reports is the subject of outstanding SEC comments or, to Parent’s auditors Knowledge, ongoing SEC review. (ii) Parent has Made Available to the Company true, correct and audit committee 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, 20102006, including all SEC comment letters and responses to such comment letters by or on behalf of Parent. (hiii) Since January 1, 2010, each Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and or Rule 15d-14 under the 1934 Exchange Act and or Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 with respect to Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act of 2002. (iv) None of Parent’s Subsidiaries is required to file any related rules and regulations promulgated by forms, reports or other documents with the SEC and the NYSE, and the statements contained in any such certifications are true and completeSEC.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2022 (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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and the NYSEneither Parent nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Entity.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statements, prospectuses, registration statements reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Parent SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSEFederal Securities Laws (including, the 1933 Actas applicable, the 1934 Act and the Xxxxxxxx-Xxxxx ActAct and any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports (for purposes of the Additional Parent SEC Reports, as assuming that the case may be. (c) representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of its filing date (ortheir respective dates of filing, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, Reports did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. misleading (e) for purposes of the Additional Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and since January 1, 2010, has been in compliance correct in all material respects with (i) the applicable provisions respect to all information supplied by or on behalf of the Xxxxxxxx-Xxxxx 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 ActGroup Companies expressly for inclusion or incorporation by reference therein). 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 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 As of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and there are no outstanding or unresolved comments in comment letters received from the audit committee of the Board of Directors of Parent (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 SEC with respect to the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010Parent SEC Reports. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all All reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed by Parent with or furnished the SEC pursuant to the SEC by Parent Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2010. 2023, as amended prior to the date of this Agreement (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed together with or any documents furnished during such period by Parent to the SEC by Parent since January 1on a voluntary basis on Current Reports on Form 8‑K, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) ), have been filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with with, to the applicable extent in effect at the time of filing, the requirements of the NYSE, the 1933 Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior applicable to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement did not, and each Documents. The Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will notDocuments, when read together, do not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC or its staff with respect to the Parent SEC Documents. (db) Each The consolidated financial statements of Parent included or incorporated by reference in the Parent SEC Document that is a registration statementDocuments comply, as amended or supplementedof their respective dates and, if applicable, filed pursuant to the 1933 Actamended, 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 madelast such amendment, not misleading. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) applicable accounting requirements and the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance published rules and regulations of the NYSE. SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (fexcept as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries have established as of the dates thereof and maintain disclosure controls the consolidated results of their operations 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 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 cash flows for the periods then ended (subject, 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 case of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreementunaudited quarterly statements, to Parent’s auditors normal year-end audit adjustments, the absence of notes and the audit committee of the Board of Directors of Parent (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 any disclosure of the type adjustments described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010therein). (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statements, prospectuses, registration statements reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 “Parent SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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, if amended, as of the date of any such amendment or filing that superseded the initial filing, complied and each of the Additional Parent SEC Reports, as of their respective dates of filing, or, if amended, as of the date of any such amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and Federal Securities Laws (including the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder) applicable to the case may be. (c) Parent SEC Reports or the Additional Parent SEC Reports. As of its filing date (ortheir respective dates of filing, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or of any amendment or supplement became effectiveif applicable, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions . As of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and there are no outstanding or unresolved comments in comment letters received from the audit committee of the Board of Directors of Parent (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 SEC with respect to the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010Parent SEC Reports. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely provided or made available to BBT and the BBT Shareholders copies of each of the periodic reports and other documents filed by Parent with or furnished to the SEC Securities and Exchange Commission (“SEC”). Parent has filed all reports, schedules, forms, statements, prospectuses, registration statements documents and other documents information required of it to be filed with or furnished to the SEC (the “PARENT SEC REPORTS”). The Parent SEC Reports were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the “SECURITIES ACT”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. No statement or disclosure included in any of the Parent SEC Reports, documents or information filed by Parent since January 1with the SEC includes any statement that, 2010when made, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading. None of Parent’s subsidiaries is required to file any form, reports or other documents with the SEC. (b) As Each of its filing datethe consolidated financial statements (including, in each reportcase, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to any related notes thereto) contained in the Parent SEC by Parent since January 1, 2010 Reports (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “PARENT FINANCIALS”), including any Parent SEC Documents”) Reports filed prior to after the date of this Agreement compliedhereof until the Closing Date, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, (x) complies as to form in all material respects with the applicable requirements published rules and regulations of the NYSESEC with respect thereto, (y) was prepared in accordance with GAAP and (z) fairly presented the 1933 Act, consolidated financial position of Parent and its subsidiaries as at the 1934 Act respective dates thereof and the Xxxxxxxx-Xxxxx Act, as consolidated results of its operations for the case may beperiods indicated. (c) As of its filing date (or, if amended or superseded by a filing prior Parent has heretofore furnished to the date Company a complete and correct copy of this Agreementany amendments or modifications, on which have not yet been filed with the date of such filing)SEC but which are required to be filed, each to agreements, documents or other instruments which previously had been filed by Parent with the SEC Document filed pursuant to the 1934 Securities Act prior to or the date of this Agreement did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in 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 Xxxxxxxx-Xxxxx 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). 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 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 Exchange Act. (g) Parent and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent TARGET has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements reports and other documents required to be filed with or furnished to the SEC by Parent Securities and Exchange Commission (“SEC”) since January 1, 2010. (b) As the initial filing date of its filing date, each report, schedule, form, statement, prospectus, the registration statement for TARGET’s initial public offering. All such required forms, reports and other document filed with or furnished to the SEC by Parent since January 1, 2010 documents (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed prior to the date of this Agreement complied, and each Parent SEC Document filed including those that TARGET may file subsequent to the date hereof) are referred to herein as the “TARGET SEC Reports.” As of this Agreement will complytheir respective dates, as to form the TARGET SEC Reports (i) were prepared in all material respects accordance with the applicable requirements of the NYSE, Securities Act of 1933 or the 1933 Act, the 1934 Securities and Exchange Act and the Xxxxxxxx-Xxxxx Actof 1934, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such TARGET SEC Reports, and, to the extent not included in the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (cthe “Xxxxxxxx-Xxxxx Act”), and (ii) As of its filing date did not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), 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 omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer officers of TARGET and the principal financial officer of Parent TARGET (or each former principal executive officer of TARGET and each former principal financial officer of ParentTARGET, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections Section 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related the rules and regulations promulgated by of the SEC promulgated thereunder with respect to the TARGET SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the NYSEmeanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Superior Financial Services, Inc., an Arkansas corporation (herein referred to as “Operating Subsidiary”), is a wholly owned subsidiary of Bank Subsidiary, is not a registered investment advisor, a licensed broker dealer or a bank dealer and is not required to be such under any federal or state securities laws. (c) None of TARGET’s other Subsidiaries is required to file any forms, reports or other documents with the statements contained SEC or any state securities regulatory authorities except for such filings which the failure to file is not reasonably likely, either individually or in the aggregate, to have a Material Adverse Effect on TARGET or any such certifications are true and completeSubsidiary. (d) Except as set forth on Schedule 2.23, neither TARGET nor any of the Subsidiaries is under any obligation, contingent or otherwise, which will survive the Effective Time by reason of any agreement to register any of its securities under the Securities Act of 1933.

SEC Filings. (a) Parent Priveterra has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statementsreports and documents, prospectusesincluding its audited balance sheet as of December 31, registration statements 2021 and other documents unaudited balance sheet as of September 30, 2021, required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 Priveterra SEC DocumentsReports”) filed prior to the date of this Agreement complied), and each Parent SEC Document 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 will complywith the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Priveterra SEC Reports”). Each of the Priveterra SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the NYSEFederal Securities Laws (including, the 1933 Actas applicable, the 1934 Act and the Xxxxxxxx-Xxxxx ActAct and any rules and regulations promulgated thereunder) applicable to the Priveterra SEC Reports or the Additional Priveterra SEC Reports; provided that, as for purposes of the case may be. (c) Additional Priveterra SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein. As of its filing date their respective dates of filing, the Priveterra SEC Reports did not (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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, a) contain any untrue statement of a material fact fact, or (b) omit to state any 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 or will be 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and , not misleading in any related rules and regulations promulgated by material respect. There are no outstanding or unresolved comments in comment letters received from the SEC and with respect to the NYSE, and the statements contained in any such certifications are true and completePriveterra SEC Reports.

SEC Filings. (a) Parent Except as set forth on Section 5.5 of the Acquiror Disclosure Letter, Acquiror has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed by it with or furnished the SEC prior to the SEC by Parent Date of this Agreement and since January 1the date of Acquiror’s formation, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished pursuant to the SEC by Parent since January 1, 2010 Exchange Act or the Securities Act (collectively, together with any exhibits and schedules thereto and other information incorporated thereinas they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”) filed prior to ). Each of the Acquiror SEC Filings, as of the respective date of its filing, and as of the date of this Agreement compliedany amendment, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder applicable to the case may be. (c) Acquiror SEC Filings. As of the respective date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each Parent the Acquiror SEC Document filed pursuant to the 1934 Act Filings did not contain when filed, or if amended prior to the date of this Agreement did notAgreement, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to as of the date of this Agreement will notsuch amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent . As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant with respect to the 1933 ActAcquiror 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 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 misleadinghereof. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, 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 the SEC. All such registration statements, prospectuses, reports, schedules, forms, statements, and other documents, as amended at least three (3) days prior to the SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished Effective Date are referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC Documents”) filed . True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date Effective Date, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, as to form 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 in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date Effective Date, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . None 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 Parent's Subsidiaries is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent 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 the SEC and is current in its filing of all periodic and other reports, schedules, forms, statements, prospectuses, registration statements and other documents (collectively, the “SEC Reports”) it is required to be filed file with or furnished to the Exchange Commission (“SEC”) under the Securities Act and the Exchange Act. None of the SEC Reports filed by Parent since January 1ASSAC or Rineon are currently being reviewed by the SEC and neither ASSAC nor Rineon has received any letter of comments from the SEC that it has not, 2010as yet, fully responded to. (b) As Each 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 Reports was prepared and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx ActAct of 2002, as amended, and any other Law applicable to the case may be. (c) As of its filing date SEC Reports as in effect at the time it was filed or furnished (or, if in the case of any registration statement or proxy statement, on the date of effectiveness or the date of mailing, respectively, and in the case of any SEC Report amended or superseded by a 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), 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 effectiveness or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statementmailing, as applicable (or, if amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date dates of such registration statement amendments or amendment or supplement became effective, supplements) the SEC Reports did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (ec) Parent is Each of ASSAC and since January 1, 2010, Rineon has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and listing, corporate governance and other applicable rules and regulations of the NYSE.American Stock Exchange, Inc. (fd) Parent Each of ASSAC and its Subsidiaries have Rineon has established and maintain maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act)required by Exchange Act Rules 13a-14 and 15d-14. Such disclosure controls and procedures are designed adequate and effective to ensure that material information relating required to Parent, including be disclosed by ASSAC and Rineon is recorded and reported on a timely basis to its consolidated Subsidiaries, is made known to Parent’s principal chief executive officer and its principal chief financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (ge) Parent Each of the consolidated financial statements of ASSAC and its Subsidiaries have established Rineon contained in the SEC Reports (the “Financial Statements”), together with the related schedules and maintain a system notes thereto, complied as to form in all material respects, as of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability date of Parent’s financial reporting filing with the SEC, with applicable accounting requirements and the preparation published rules and regulations of Parent’s the SEC with respect thereto, and fairly presents, in all material respects, the financial statements position of ASSAC or Rineon, as applicable, as of the dates indicated and the statement of operations and stockholders’ equity and cash flows of ASSAC or Rineon for external purposes the periods then ended. The Financial Statements have been prepared in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based applied on their most recent evaluation of internal controls prior to a consistent basis throughout the date of this Agreementperiods involved (except, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation case of internal controls which are reasonably likely unaudited quarterly financial statements, subject 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010normal year-end adjustments consistent with GAAP). (hf) Since January 1, 2010, each The ASSAC Ordinary Shares are registered pursuant to Section 12(g) of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Exchange Act and Sections 302 and 906 no action has been taken or, to the Knowledge of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSEASSAC Parties, is contemplated, and no proceeding is pending or has been threatened that would result in the statements contained in any suspension, cancellation or termination of such certifications are true and completeregistration.

SEC Filings. (a) Parent has has, since its formation, timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC, pursuant to the Exchange Act or the Securities Act and will file all such forms, reports, schedules, statements and other documents required to be filed with or furnished subsequent to the SEC by Parent since January 1, 2010. (b) As date 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 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 “Parent SEC DocumentsReports”) filed prior to ). Each of the Parent SEC Reports, as of the respective date of its filing or, if amended, as of the date of this Agreement compliedthe most recent amendment, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Exchange Act and any rules and regulations promulgated thereunder applicable to the Xxxxxxxx-Xxxxx ActParent SEC Reports. Except to the extent available on the SEC’s web site through XXXXX, as Parent has delivered to the case may be. (c) Company copies in the form filed with the SEC of all Parent SEC reports. As of the respective date of its filing or most recent amendment, no Parent 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 Parent SEC Reports. Except for information supplied by or on behalf of the Company (oras to which Parent makes no representation), if amended none of the information supplied by the Parent Parties for inclusion in the Proxy Statement will, in the case of the definitive proxy statement/prospectus included therein (and any amendment or superseded by a filing prior to supplement thereto), at the date of this Agreement, on mailing of the date Proxy Statement (and any amendment or supplement thereto) and at the time of such filing), each Parent SEC Document filed pursuant to Stockholder Meeting and at 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 notEffective 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 made therein, in light of the circumstances under which they were are 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Company has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2017 (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 Company SEC Documents”) ). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“EXXXX”). To the extent that any Company SEC Document available on EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Buyer the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, in the case of registration statements and Information Statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSESecurities Act of 1933, as amended (the “Securities Act”), the 1933 Exchange Act, the 1934 Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement. To the Company’s Knowledge, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as none of the date such registration statement Company SEC Documents is the subject of ongoing SEC review or amendment outstanding SEC investigation and there are no outstanding or supplement became effective, did not contain unresolved comments received from the SEC with respect to 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 Company SEC Documents. None of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Since its initial public offering, Castlight has timely filed with or otherwise furnished to the SEC (as applicable) all reports, schedules, forms, registration statements, prospectuses, registration forms, reports, proxy statements, schedules, statements and other documents (including exhibits) required to be filed with or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by Castlight with the SEC by Parent since January 1its initial public offering, 2010as have been supplemented, modified or amended since the time of filing, collectively, the “Castlight SEC Documents”). (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of the Castlight SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the requirements of the Securities Act) and as of their respective SEC by Parent since January 1, 2010 filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “Parent Castlight SEC Documents”) filed ), or in each case, if amended prior to the date Agreement Date, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Castlight SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement thereunder and did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each Parent To the knowledge of Castlight, none of the Castlight SEC Document that Documents is a registration statementthe subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, as amended any SEC inquiries or supplementedinvestigations or other governmental inquiries or investigations pending or, if applicable, filed pursuant to the 1933 Actknowledge of Castlight, 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 thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleadingCastlight. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Except as set forth on Section 6.7 of the SPAC Disclosure Schedule, SPAC has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed by it with or furnished the SEC since December 28, 2021, pursuant to the SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with Exchange Act or furnished to the SEC by Parent since January 1, 2010 Securities Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SPAC SEC DocumentsReports”) filed prior to ). Each of the SPAC SEC Reports, as of the respective date of its filing, and as of the date of this Agreement compliedany amendment, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder applicable to the case may be. (c) SPAC SEC Reports. As of the respective date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each Parent the SPAC 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, Reports did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions . As of the Xxxxxxxx-Xxxxx Act and (ii) date hereof, there are no outstanding or unresolved comments in comment letters received from the applicable listing and corporate governance rules and regulations SEC with respect to SPAC SEC Reports. To the knowledge of SPAC, none 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). 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 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, based SPAC SEC Reports filed on their most recent evaluation of internal controls or prior to the date of this Agreement, hereof is subject to Parent’s auditors and the audit committee ongoing SEC review or investigation as of the Board date hereof. All certifications and statements required by Rules 13a-14 or 15d-14 under the Exchange Act and 18 U.S.C. §1350 (Section 906 of Directors SOX) with respect to any SPAC SEC Reports are each true as of Parent (x) all significant deficiencies their respective dates of filing. As used in this Section 6.7, the term “file” shall be broadly construed to include any manner permitted by SEC rules and material weaknesses regulations in the design which a document or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to recordinformation is furnished, process, summarize and report financial information and (y) any fraud, whether supplied or not material, that involves management or other employees who have a significant role in internal controls. Parent has otherwise made available to the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Acquiror has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed by it with or furnished the SEC since the Acquiror Inception Date pursuant to the SEC by Parent since January 1Exchange Act or the Securities Act or other applicable securities Laws other than the Registration Statement, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement Prospectus and other document filed with or furnished to the SEC by Parent since January 1, 2010 Proxy Statement (collectively, together with any exhibits and schedules thereto and other information incorporated thereinas they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”) filed prior to ). Each of the Acquiror SEC Filings, as of the date of this Agreement compliedits filing, and each Parent SEC Document filed subsequent to as of the date of this Agreement will complyany amendment thereof, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx ActAct and any other securities Laws applicable to the Acquiror SEC Filings. None of the Acquiror SEC Filings, as of the case may be. (c) As date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent . As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant with respect to the 1933 ActAcquiror 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 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 misleadinghereof. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or otherwise furnished to the SEC all forms, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to by it under the SEC by Parent Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 20102014 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (these documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). Parent has delivered or made available to the Company (including through the SEC XXXXX system) accurate and complete copies of the Parent SEC Documents. (b) As of its their respective 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 thereindates, the “Parent SEC Documents”) Documents and all Parent SEC Documents filed prior to after the date of this Agreement compliedhereof but before the Closing complied (or, and each Parent SEC Document if filed subsequent to after the date of this Agreement will complyhereof and before the Closing, as to form will) comply in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx ActExchange Act and the rules and regulations of the SEC thereunder, as the case may be. (c) As , and none of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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 Documents contained or will not, contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (d) Each , except to the extent such Parent SEC Document that is Documents have been corrected, updated or superseded by a registration statement, as amended document subsequently filed with or supplemented, if applicable, filed pursuant furnished to the 1933 ActSEC. The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents comply 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 form in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance published rules and regulations of the NYSE. SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (fexcept as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the Exchange Act) and present fairly, in all material respects, the consolidated financial position of Parent and its Subsidiaries have established consolidated subsidiaries at the dates thereof and maintain disclosure controls the consolidated results of its operations, changes in shareholders’ equity 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 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 cash flows for the periods then ended (subject, 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 case of unaudited 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, based on their most recent evaluation of internal controls prior to the date of this Agreementstatements, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010normal year-end adjustments). (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Company has timely filed with or furnished to to, as applicable, the SEC all reportsCompany SEC Documents through XXXXX. To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, schedules, forms, statements, prospectuses, registration statements and other documents required the Company has made available to be Parent the full text of all such Company SEC Documents that it has so filed with or furnished to with the SEC by Parent since January 1, 2010. (b) SEC. As of its their respective filing datedates or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . To the 1933 Act, as Knowledge of the date such registration statement or amendment or supplement became effectiveCompany, 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 none of the circumstances under which they were madeCompany SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation, not misleading. (e) Parent is and since January 1, 2010, has been in compliance in all material respects there are no outstanding or unresolved comments received from the SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations Company SEC Documents. None of the NYSE. (f) Parent and its Company’s Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Buyer has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2017 (b) the "Buyer SEC Documents"). True, correct, and complete copies of all Buyer SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC ("EXXXX"). As of its their respective filing datedates or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Securities Exchange Act of 1934, as amended, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the "Sxxxxxxx-Xxxxx Act"), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Buyer SEC Documents. None of the 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 hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement. To the knowledge of Buyer, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as none of the date such registration statement Buyer SEC Documents is the subject of ongoing SEC review or amendment outstanding SEC investigation and there are no outstanding or supplement became effective, did not contain unresolved comments received from the SEC with respect to 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 misleadingBuyer SEC Documents. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Company has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2016 (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 Company SEC Documents”) ). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSESecurities Act of 1933, as amended (the “Securities Act”), the 1933 Exchange Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, . Except as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as stated in Section 3.04 of the date such registration statement or amendment or supplement became effectiveCompany Disclosure Letter, 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 none of the circumstances under which they were made, not misleading. (e) Parent Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and since January 1, 2010, has been in compliance in all material respects there are no outstanding or unresolved comments received from the SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations Company SEC Documents. None of the NYSE. (f) Parent and its Company’s Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Company has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2013 (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 Company SEC Documents”) ). The Company has made available to Parent all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of this Agreement compliedtheir respective filing dates (or, and each Parent SEC Document filed if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement will comply, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx ActAct and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, as including any financial statements, schedules or exhibits included or incorporated by reference therein at the case may be. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such filinghereof), 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 and each Parent such Company 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 and prior to the Effective Time will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading . The Company has made therein, in light available to Parent copies of all comment letters received by the circumstances under which they were made, not misleading. Company (dif any) Each Parent from the 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 Xxxxxxxx-Xxxxx 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). Such disclosure controls and procedures are designed to ensure that material information 2016 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure SEC Documents, together with all written responses of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (Company thereto. There are no outstanding or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained unresolved comments in any such certifications are true and completecomment letters received by the Company from the SEC. To the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC Except as set forth on Schedule 5.7(a), all reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits, schedules, financial statements and all other information incorporated therein) required to be filed by Parent with the SEC for its two most recent fiscal years and subsequent fiscal quarters, as they may have been supplemented, modified or furnished amended since the time of filing, including those filed subsequent to the SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement date hereof and other document filed with or furnished prior to the SEC by Parent since January 1, 2010 Closing (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) ), have been or will be filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements SEC on a timely basis. As of the NYSE, time it was filed with the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), ): (i) each of the Parent SEC Document filed pursuant Documents complied as to form in all material respects with the 1934 applicable requirements of the Securities Act, the Exchange Act prior to and the date Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of this Agreement did not, and each the Parent SEC Document Documents contained when filed pursuant to (and, in the 1934 Act subsequent to case of registration statements and proxy statements, on the date dates of this Agreement will noteffectiveness and the dates of mailing, contain respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that . None of Parent’s Subsidiaries is a registration statement, as amended or supplemented, if applicable, filed pursuant currently subject to the 1933 Act, as periodic reporting requirements 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) Exchange Act. Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act Act. To the knowledge of Parent and except as set forth on Schedule 5.7(a), as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (iib) the applicable Parent is in compliance in all material respects with all current listing and corporate governance rules and regulations requirements of the NYSE. (fc) 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 the 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 Subsidiaries have established operations and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 cash flows for the periods indicated therein, 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 each case in accordance with GAAP. Parent’s principal executive officer 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 principal subject, in the case of any unaudited financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreementstatements, to Parent’s auditors normal year-end audit adjustments and the audit committee absence of the Board related notes (none of Directors of Parent (x) all significant deficiencies and material weaknesses in the design which year-end adjustments 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 footnote disclosures would be material, that involves management or other employees who have a significant role in internal controls. Parent has made available to the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010). (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Buyer has timely filed with or furnished to to, as applicable, the SEC all reportsBuyer SEC Documents. True, schedulescorrect, formsand (subject to any requests by Buyer for confidential treatment) complete copies of all Buyer SEC Documents are publicly available in the Electronic Data Gathering, statementsAnalysis, prospectuses, registration statements and other documents required to be filed with or furnished to Retrieval database of the SEC by Parent since January 1, 2010. (b) “XXXXX”). As of its their respective filing datedates or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Buyer SEC Documents. None of the 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 hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement. To the knowledge of Buyer, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as none of the date such registration statement Buyer SEC Documents is the subject of ongoing SEC review or amendment outstanding SEC investigation and there are no outstanding or supplement became effective, did not contain unresolved comments received from the SEC with respect to 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 Buyer SEC Documents. None of Buyer’s Subsidiaries is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Target has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2017 (b) the "Target SEC Documents"). True, correct, and complete copies of all Target SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC ("XXXXX"). To the extent that any Target SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Target has made available to Aytu the full text of all such Target SEC Documents that it has so filed or furnished with the SEC. As of its their respective filing datedates or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 Target SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the "Xxxxxxxx-Xxxxx Act"), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Target SEC Documents. None of the Target SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . To the 1933 Act, as Knowledge of the date such registration statement or amendment or supplement became effectiveTarget, 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 none of the circumstances under which they were made, not misleading. (e) Parent Target SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and since January 1, 2010, has been in compliance in all material respects there are no outstanding or unresolved comments received from the SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations Target SEC Documents. None of the NYSE. (f) Parent and its Target's Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent STPK has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 “Parent STPK SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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 any amendment or filing that superseded the initial filing, complied, and each of the Additional STPK SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSE, Federal Securities Laws (including the 1933 Act, the 1934 Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Xxxxxxxx-Xxxxx Act, as STPK SEC Reports or the case may be. (c) Additional STPK SEC Reports. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on there are no outstanding or unresolved comments in comment letters received from the date of such filingSEC with respect to the STPK SEC Reports. The STPK SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any STPK SEC Report has been superseded by a later timely filed STPK SEC Report), each Parent and the Additional STPK SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement did Reports will not, and each Parent SEC Document filed pursuant to at the 1934 Act subsequent to the date of this Agreement will nottime they are filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Since January 1, 2018, Acquirer has timely filed with or otherwise furnished to the SEC (as applicable) all reports, schedules, forms, registration statements, prospectuses, registration forms, reports, proxy statements, schedules, statements and other documents (including exhibits), and all amendments thereof and supplements thereto, required to be filed with or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by Acquirer with the SEC by Parent since January 1, 20102018, as have been supplemented, modified or amended since the time of filing, collectively, the “Acquirer SEC Documents”). (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of the Acquirer SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the requirements of the Securities Act) and as of their respective SEC by Parent since January 1, 2010 filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “Parent Acquirer SEC Documents”) filed ), or in each case, if amended prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Acquirer SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement thereunder and did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each Parent To the Knowledge of Acquirer, none of the Acquirer SEC Document that Documents is a registration statementthe subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, as amended any SEC inquiries or supplementedinvestigations or other governmental inquiries or investigations pending or, if applicable, filed pursuant to the 1933 ActKnowledge of Acquirer, 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 thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleadingAcquirer. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (aExcept as otherwise indicated in Section 4.04(a) of the Parent Disclosure Schedule, Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. the Applicable Date (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 the Parent SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company, if requested by 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 hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (aExcept as set forth on Section 3.04(a) Parent of the Company Disclosure Letter, the Company has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2013 (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 Company SEC Documents”). The Company has made available (including via the SEC’s XXXXX filing system) to Parent all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of this Agreement compliedtheir respective filing dates (or, and each Parent SEC Document filed if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement will comply, as to form the Company SEC Documents complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Exchange Act, the Sarbanes Oxley Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) respective rules and regulations promulgated thereunder applicable to such Company SEC Documents. As of its filing the date filed with the SEC, none of the Company SEC Documents (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such filinghereof), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to Parent’s auditors and the audit committee any of the Board of Directors of Parent (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 recordCompany SEC Documents and, 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 Knowledge of the Company, none of the Company prior to SEC Documents is the subject of ongoing SEC review or an outstanding SEC investigation. As of the date of this Agreement any disclosure Agreement, none of the type described in Company’s Subsidiaries is required to file or furnish as an issuer any forms, reports or other documents with the preceding sentence made by management SEC pursuant to Parent’s auditors and audit committee since January 1, 2010. (hthe reporting requirements of Section 13(a) Since January 1, 2010, each or Section 15(d) of the principal executive officer and principal financial officer Exchange Act. Table of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.Contents

SEC Filings. (a) Parent Except for the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, Redwoods has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statementsreports and documents, prospectusesincluding its audited balance sheet as of December 31, registration statements 2022 and other documents unaudited balance sheet as of March 31, 2023, required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 Redwoods SEC DocumentsReports”) filed prior to the date of this Agreement complied), and each Parent SEC Document 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 will complywith the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Redwoods SEC Reports”). Each of the Redwoods SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional Redwoods SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the NYSEFederal Securities Laws (including, the 1933 Actas applicable, the 1934 Act and the Xxxxxxxx-Xxxxx ActAct and any rules and regulations promulgated thereunder) applicable to the Redwoods SEC Reports or the Additional Redwoods SEC Reports; provided that, as for purposes of the case may be. (c) Additional Redwoods SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein. As of its filing date their respective dates of filing, the Redwoods SEC Reports did not (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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, a) contain any untrue statement of a material fact fact, or (b) omit to state any 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 or will be 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and , not misleading in any related rules and regulations promulgated by material respect. There are no outstanding or unresolved comments in comment letters received from the SEC and with respect to the NYSE, and the statements contained in any such certifications are true and completeRedwoods SEC Reports.

SEC Filings. (a) Parent HYAC has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed with or furnished by it prior to the date of this Agreement with the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement incorporation and other document filed with or furnished made publicly available no later than one day prior to the SEC by Parent since January 1, 2010 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 “Parent HYAC SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document be filed or furnished by it subsequent to the date of this Agreement through the Closing 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 HYAC SEC Reports”). Each of the HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial Table of Contents filing, complied, and each of the Additional HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSEFederal Securities Laws (including, for the 1933 Actavoidance of doubt, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder) applicable to the case may be. (c) HYAC SEC Reports or the Additional HYAC SEC Reports. As of its filing date (ortheir respective dates of filing, if amended or superseded by a filing prior to the date of this AgreementHYAC SEC Reports did not contain, on the date of such filing), 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 omit to state any 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 or will be made, as applicable, not misleading. (d) Each Parent SEC Document . Assuming that is a registration statement, as amended any information furnished to HYAC by or supplemented, if applicable, filed pursuant on behalf of the Sellers in respect of the Group Companies or Holding Companies prior to the 1933 Act, as of Closing expressly for use in the date such registration statement or amendment or supplement became effective, did Additional HYAC SEC Reports does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. , as of their respective dates of filing, the Additional HYAC SEC Reports will meet the same standard. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the HYAC SEC Reports. To the knowledge of HYAC, none of the HYAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (ea) Parent is and since January 1Rule 13a-14 or 15d-14 under the Exchange Act, 2010, has been in compliance in all material respects with or (ib) the applicable provisions 18 U.S.C. § 1350 (Section 906) of the Xxxxxxxx-Xxxxx Act with respect to the HYAC SEC Reports are, and (iiwith respect to the Additional HYAC SEC Reports will be, each true and correct in all material respects. Except as disclosed in the HYAC SEC Reports, to the knowledge of HYAC, each director and executive officer of HYAC has filed with the SEC on a timely basis all statements required with respect to HYAC by Section 16(a) 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). 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 periods in which the periodic reports required under the 1934 Exchange 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and completethereunder.

SEC Filings. (a) The Parent has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. for the two years preceding the date hereof and up to and including the Closing Date (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”) filed ). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. Except as set forth in Schedule 5.4, as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents. Except as set forth in Schedule 5.4, none of the case may be. (c) As of its filing date 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 hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of the Parent, except as set forth in Schedule 5.4, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Parent SEC Documents. None 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 Xxxxxxxx-Xxxxx 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). 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 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 Subsidiaries is 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by documents with the SEC and neither the NYSEParent nor any of its Subsidiaries is required to file or furnish any forms, and the statements contained in reports, or other documents with any such certifications are true and completesecurities regulation (or similar) regime of a non-United States Governmental Authority.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, registrations, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or furnished 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 SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished foregoing materials being collectively referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC DocumentsReports”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such Parent SEC Reports prior to the date expiration of this Agreement compliedany such extension. As of their respective dates, and each the Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Reports complied in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx ActExchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, as and none of the case may be. Parent SEC Reports, when filed (c) As of its filing date (or, and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling and as so amended or superseded), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . The financial statements of the Parent included in the 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 Reports comply in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance published rules and regulations of the NYSE. (f) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (Commission with respect thereto as defined in Rule 13a-15 under effect at the 1934 Act)time of filing. 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 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 have been prepared in accordance with GAAP. Parent’s principal executive officer , except as may be otherwise specified in such financial statements or the notes thereto and principal except that unaudited financial officer have disclosedstatements may not contain all footnotes required by GAAP, based on their most recent evaluation and fairly present in all material respects the financial position of internal controls prior to the date Parent and its consolidated Subsidiaries as of this Agreementand 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 Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls normal adjustments, 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 any disclosure of the type described in the preceding sentence made by management material to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Priveterra has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statementsreports and documents, prospectusesincluding its audited balance sheet as of December 31, registration statements 2021 and other documents unaudited balance sheet as of September 30, 2021, required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 Priveterra SEC DocumentsReports”) filed prior to the date of this Agreement complied), and each Parent SEC Document 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 will complywith the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Priveterra SEC Reports”). Each of the Priveterra SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the NYSEFederal Securities Laws (including, as applicable, the 1933 ActSxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Priveterra SEC Reports or the Additional Priveterra SEC Reports; provided that, for purposes of the Additional Priveterra SEC Reports, the 1934 Act representation and warranty in this sentence is subject to the Xxxxxxxx-Xxxxx Act, as representation and warranty set forth in Section 3.23 being true and correct in all respects with respect to all information supplied by or on behalf of the case may be. (c) Company expressly for inclusion or incorporation by reference therein. As of its filing date their respective dates of filing, the Priveterra SEC Reports did not (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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, a) contain any untrue statement of a material fact fact, or (b) omit to state any 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 or will be 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and , not misleading in any related rules and regulations promulgated by material respect. There are no outstanding or unresolved comments in comment letters received from the SEC and with respect to the NYSE, and the statements contained in any such certifications are true and completePriveterra SEC Reports.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since February 1, 2003. Parent has made available to the Company all such registration statements, prospectuses, registration reports, schedules, forms, statements and other documents required to be in the form filed with or furnished to the SEC by Parent since January 1that are not publicly available through the SEC’s XXXXX database. All such required registration statements, 2010. (b) As of its filing dateprospectuses, each reportreports, scheduleschedules, formforms, statement, prospectus, registration statement statements and other document filed with or furnished documents are referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC Documents”) filed prior to Reports.” As of their respective dates, the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, Reports complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, or the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. The Parent SEC Reports did not at the time they were filed (c) As of its filing date (or, or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), 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 omit to state any 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. (d) Each . As of the date 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 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 Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act or the Exchange Act, as . As of the date such registration statement or amendment or supplement became effectivehereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make there are no unresolved comments issued by the statements made therein, in light staff 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 SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSEParent SEC Reports. (f) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely furnished or filed with or furnished to the SEC all forms, reports, schedulesstatements, forms, registration statements, prospectuses, registration statements certifications and other documents (including all exhibits, amendments and supplements thereto) required to be furnished or filed by it with or furnished the SEC pursuant to the SEC by Parent Securities Act or the Exchange Act since January 1, 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 2021 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC DocumentsReports”) filed ). None of Parent’s Subsidiaries is required to file or furnish reports with the SEC pursuant to the Exchange Act. Each of the Parent SEC Reports, as amended prior to the date of this Agreement compliedAgreement, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx ActAct and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports, each as in effect on the case may be. date so filed (c) As of its filing date (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing), each . None of the Parent SEC Document Reports contained, when filed pursuant to the 1934 Act or, if amended or supplemented prior to the date hereof, as of this Agreement did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will notsuch amendment or supplement, contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each . There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to Reports. To the 1933 ActKnowledge of Parent, as of the date such registration statement or amendment or supplement became effectivehereof, 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 none of the circumstances under which they were made, not misleading. (e) Parent SEC Reports is and since January 1, 2010, has been in compliance in all material respects with (i) subject to ongoing SEC review or investigation. “Knowledge of Parent” means the applicable provisions actual knowledge of the Xxxxxxxx-Xxxxx Act directors and (ii) the applicable listing and corporate governance rules and regulations executive officers of Parent listed in Section 5.5 of the NYSE. Parent Disclosure Letter. The directors and executive officers of Parent listed in Section 5.5 of the Parent Disclosure Letter shall not be deemed to have knowledge (factual, constructive or otherwise) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentof any fact, including its consolidated Subsidiariesevent, is made condition or occurrence known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required or deemed 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses known by any other Person other than as expressly set forth 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010foregoing sentence. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Acquiror has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed by it with or furnished the SEC since March 4, 2021, pursuant to the SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with Exchange Act or furnished to the SEC by Parent since January 1, 2010 Securities Act (collectively, together with any exhibits and schedules thereto and other information incorporated thereinas they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”) filed prior to ). Each of the Acquiror SEC Filings, as of the respective date of its filing, and as of the date of this Agreement compliedany amendment, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder applicable to the case may be. (c) Acquiror SEC Filings. As of the respective date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each Parent the Acquiror SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement Filings did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent . As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant with respect to the 1933 ActAcquiror 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 such registration statement hereof. (b) On the effective date of the Registration Statement, the 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 and the Proxy Statement/Registration Statement (or any amendment or supplement became effectivethereto), did will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the 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 made therein, in light of the circumstances under which they were are made, not misleading. On the date of any filing pursuant to Rule 424(b) under the Securities Act and/or Section 14(a) of the Exchange Act, the date the Proxy Statement/Registration Statement and the Proxy Statement, as applicable, is first mailed to the Acquiror Stockholders, and at the time of the Acquiror Stockholders’ Meeting, the Proxy Statement/Registration Statement and the Proxy Statement, as applicable (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. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Since December 30, 2012, Parent has timely filed with or otherwise furnished to the SEC (as applicable) all reports, schedules, forms, registration statements, prospectuses, registration forms, reports, proxy statements, schedules, statements and other documents (including exhibits) required to be filed with or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the SEC Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by Parent with the SEC since January 1December 30, 20102012, as have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents”). None of the Parent Subsidiaries is currently or has, since becoming a Parent Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of the Parent SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the requirements of the Securities Act) and as of their respective SEC by Parent since January 1, 2010 filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “Parent SEC Documents”) filed ), or in each case, if amended prior to the date Agreement Date, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Parent SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement thereunder and did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer Knowledge 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 none of the Xxxxxxxx-Xxxxx Act and Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, any related rules and regulations promulgated by SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the SEC and the NYSEKnowledge of Parent, and the statements contained threatened, in each case regarding any such certifications are true and completeaccounting practices of Parent.

SEC Filings. (a) Parent Since January 1, 2020, Acquiror has timely filed with or otherwise furnished to the SEC (as applicable) all reports, schedules, forms, registration statements, prospectuses, registration forms, reports, proxy statements, schedules, statements and other documents (including exhibits), and all amendments thereof and supplements thereto, required to be filed with or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Acquiror with the SEC by Parent since January 1, 20102020, as have been supplemented, modified or amended since the time of filing, collectively, the “Acquiror SEC Documents”). (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of the Acquiror SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the requirements of the Securities Act) and as of their respective SEC by Parent since January 1, 2010 filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “Parent Acquiror SEC Documents”) filed ), or in each case, if amended prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Acquiror SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement thereunder and did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each Parent To the Knowledge of Acquiror, none of the Acquiror SEC Document that Documents is a registration statementthe subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, as amended any SEC inquiries or supplementedinvestigations or other governmental inquiries or investigations pending or, if applicable, filed pursuant to the 1933 ActKnowledge of Acquiror, 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 thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleadingAcquiror. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Since the Applicable Date, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectusesreports, registration statements and other documents required to be filed with or furnished to by it with the SEC. Each of the forms, reports, registration statements and other documents filed or furnished by Parent with the SEC by Parent since January 1the Applicable Date (such forms, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectusreports, registration statement statements, and other document filed with documents, whether or furnished not available through XXXXX, are collectively referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC DocumentsReports”) filed prior to (i) as of the date of this Agreement compliedthe filing of such report, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx ActAct and the rules and regulations thereunder and the rules and regulations of any applicable national securities exchange, and (ii) as the case may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date 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 Reports is the subject of ongoing SEC review. No Subsidiary of Parent is, or has been, subject to any requirement to file periodic reports under the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the SEC. (eb) The Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE, 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 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 January 1, 2010the Applicable Date, has been been, in compliance in all material respects with (i) the applicable provisions 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 Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance related rules and regulations promulgated thereunder and under the Exchange Act with respect to Parent SEC Reports. For purposes of the NYSEpreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (fd) Parent has implemented and its Subsidiaries have established and maintain 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 1934 Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating related to Parent, including its consolidated Subsidiaries, is made known required to Parent’s principal executive officer and its principal financial officer be disclosed by others within those entities, particularly during Parent in the periods in which the periodic reports required that it files or submits under the 1934 Exchange Act are being prepared. Such disclosure controls is accumulated and procedures are effective in timely alerting Parent’s communicated to the principal executive officer and principal financial officer of Parent to material allow timely decisions regarding required disclosure; and such disclosure controls and procedures are designed to ensure that information required to be included disclosed by Parent in Parent’s periodic and current the reports required that it files or submits under the 1934 ActExchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. (ge) Parent has implemented and its Subsidiaries have established and maintain maintains a system of internal controls. Such internal controls are sufficient 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 Parent’s financial reporting and the preparation of Parent’s 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 officer and principal financial officer 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 Xxxxxxxx-Xxxxx 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 disclosed, based 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 their its most recent evaluation of its internal controls prior to the date of this Agreementhereof, Parent has disclosed to Parent’s its auditors and the its audit committee of the Board of Directors of Parent (xA) all known significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s in any material respect its ability to record, process, summarize and report its consolidated financial information and (yB) any known fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. 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 available to the Company prior to the date or modified in violation of this Agreement any disclosure Section 13 of the type described in Exchange Act and Section 402 of the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010Xxxxxxxx-Xxxxx Act. (h) Since January 1the Applicable Date, 2010to Parent’s Knowledge, each of there has not been any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the principal executive officer and principal financial officer accounting or auditing practices, procedures, methodologies, or methods of Parent (or each former principal executive officer and principal any of its Subsidiaries or their internal control over financial officer reporting, including any complaint, allegation, assertion, or claim that Parent or any of Parent, as applicable) its Subsidiaries has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained engaged in any such certifications are true and completequestionable accounting or auditing practices.

SEC Filings. (a) Parent has timely filed and furnished with or furnished to the SEC all forms, reports, certifications, prospectuses, proxy statements, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed or furnished on a voluntary basis on Form 8-K by Parent with the SEC since such date are herein collectively referred to as the "SEC Filings." Copies of all SEC Filings are publicly available on EXXXX. To the extent that any SEC Filing available on EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document Filing that it has so filed with or furnished to with the SEC. Each of the SEC Filings, at the time filed, or, if amended or superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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), complied as to form in all material respects with the applicable requirements of federal securities laws. None of the NYSESEC Filings, including any financial statements, schedules or exhibits included or incorporated by reference therein, at the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date time filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. (d) Each . All Parent Material Contracts have been included in the SEC Document that is a registration statementFilings, as amended or supplemented, if applicable, except for those contracts not required to be filed pursuant to the 1933 Act, as rules and regulations of the date such registration statement SEC. None of Parent's Subsidiaries is required to file or amendment furnish any forms, reports, 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 other documents with the statements made therein, in light of the circumstances under which they were made, not misleadingSEC. (eb) Each of the consolidated financial statements (including, in each case, all related notes and schedules) of Parent is 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 since January 1(b) Parent's quarterly report on Form 10-Q for the period ended March 31, 20102021 (collectively, has been in compliance the "Parent Financial Statements"): (i) complied as to form in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance published rules and regulations of the NYSESEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved; and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (fc) Parent and its Subsidiaries (including any employee thereof) has not received written notice from Parent's independent auditors that Parent's independent auditors have established and maintain disclosure controls and procedures identified or been made aware of (as defined i) any significant deficiency or material weakness in Rule 13a-15 under the 1934 Act). 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 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 accounting controls are sufficient to provide reasonable assurance regarding the reliability of utilized by Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud, whether or not material, that involves Parent's management or other employees who have a significant role in the preparation of financial statements or the internal controlsaccounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. Since October 1, 2020, Parent has made available to not received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company 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 this Agreement its Subsidiaries has any disclosure 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 type described Parent Balance Sheet in the preceding sentence made ordinary course of business, including any Parent COVID Actions; (iii) are incurred in connection with the transactions contemplated by management this Agreement; or (iv) would not reasonably be expected to Parent’s auditors and audit committee since January 1have, 2010individually or in the aggregate, a Parent Material Adverse Effect. (he) 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 January October 1, 20102019, 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 and or 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by with respect to the SEC and the NYSEFilings, and the statements contained in any such certifications are true and completeaccurate 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 Sxxxxxxx-Xxxxx Act.

SEC Filings. (a) Parent American Resources has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1September 30, 2010. 2018 (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 American Resources SEC Documents”) filed ). True, correct, and complete copies of all the American Resources SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 American Resources SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such American Resources SEC Documents. None of the American Resources SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement. To the Knowledge of American Resources, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as none of the date such registration statement American Resources SEC Documents is the subject of ongoing SEC review or amendment outstanding SEC investigation and there are no outstanding or supplement became effective, did not contain unresolved comments received from the SEC with respect to 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 American Resources SEC Documents. None of American Resources’ Subsidiaries is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent SPAC has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1date of this Agreement with the SEC, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished pursuant to the SEC by Parent Exchange Act or the Securities Act since January 1October 19, 2010 2020 (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 “Parent SPAC SEC DocumentsFilings”) ), and, as of the Closing Date, will have filed prior or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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 SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional SPAC SEC Filings, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Exchange Act, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder applicable to the Xxxxxxxx-Xxxxx Act, as SPAC SEC Filings or the case may be. (c) Additional SPAC SEC Filings. As of the respective date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each Parent the SPAC SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement Filings did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent . As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant with respect to the 1933 ActSPAC SEC Filings. To the Knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation 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 misleadinghereof. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Since January 1, 2021, Acquirer has timely filed with or otherwise furnished to the SEC (as applicable) all reports, schedules, forms, registration statements, prospectuses, registration forms, reports, proxy statements, schedules, statements and other documents (including exhibits), and all amendments thereof and supplements thereto, required to be filed with or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed by Acquirer with the SEC by Parent since January 1, 20102021, as have been supplemented, modified or amended since the time of filing, collectively, the “Acquirer SEC Documents”). (b) As of its filing date, each report, schedule, form, statement, prospectus, their respective effective dates (in the case of the Acquirer SEC Documents that are registration statement and other document statements filed with or furnished pursuant to the requirements of the Securities Act) and as of their respective SEC by Parent since January 1, 2010 filing dates (collectively, together with any exhibits and schedules thereto and in the case of all other information incorporated therein, the “Parent Acquirer SEC Documents”) filed ), or in each case, if amended prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Acquirer SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement thereunder and did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each Parent To the knowledge of Acquirer, none of the Acquirer SEC Document that Documents is a registration statementthe subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, as amended any SEC inquiries or supplementedinvestigations or other governmental inquiries or investigations pending or, if applicable, filed pursuant to the 1933 Actknowledge of Acquirer, 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 thereinthreatened, in light each case regarding any accounting practices of the circumstances under which they were made, not misleadingAcquirer. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Except as set forth on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, schedules, reports and other documents required to be filed by it with or furnished the SEC since the IPO, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Acquiror SEC by Parent since January 1Filings”). Each of the Acquiror SEC Filings, 2010. (b) As as of the respective date 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”) filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this AgreementAgreement or the First Closing Date, then on the date of such filing), each Parent SEC Document filed pursuant complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder applicable to the 1934 Act Acquiror SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement did notor the First Closing Date, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to then on the date of this Agreement will notsuch filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent . As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant with respect to the 1933 ActAcquiror 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 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 misleadinghereof. (eb) Parent is and since January 1Except to the extent available on the SEC’s website through XXXXX, 2010, Acquiror has been delivered to the Company copies in compliance in the form filed with the SEC of all material respects with of the following: (i) Acquiror’s annual reports on Form 10-K for each fiscal year of Acquiror beginning with the applicable provisions 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 Xxxxxxxx-Xxxxx Act and Act) with respect to any report referred to in clause (iii) the applicable listing and corporate governance rules and regulations of the NYSEabove. (fc) Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 As of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, (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 Parent’s auditors 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 terminate the quoting of such Acquiror Units on Nasdaq and the audit committee (iv) such Acquiror Units are in compliance with all of the Board applicable corporate governance rules of Directors of Parent (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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010Nasdaq. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Rotor has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 “Parent Rotor SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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 Proxy Statement, the “Additional Rotor SEC Reports”). Each of the Rotor SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional Rotor SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and Federal Securities Laws (including the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder) applicable to the case may be. (c) Rotor SEC Reports or the Additional Rotor SEC Reports. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on there are no outstanding or unresolved comments in comment letters received from the date of such filing), each Parent SEC Document filed pursuant with respect to the 1934 Act prior Rotor SEC Reports. The Rotor SEC Reports did not at the time they were filed with the SEC (except to the date of this Agreement did not, and each Parent extent that information contained in any Rotor SEC Document Report has been superseded by a later timely filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, Rotor SEC Report) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all forms, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with 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 Xxxxx 00, 0000, (xxx) 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 by since September 30, 2002 (collectively, the “Parent since January 1, 2010SEC Documents”). (b) As of its filing datedate or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superceded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a filing prior to the date hereof, on the date of this Agreement such filing, each Parent SEC Document complied, and each Parent SEC Document filed subsequent after the date hereof and prior to the date of this Agreement Closing will comply, comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be. (c) As of its filing date date, (or, if amended or superseded superceded by a filing prior to the date of this Agreementhereof, on the date of such filing), ) 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 after the date of this Agreement 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 in order to make the statements made therein, in the 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 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, therein 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Acquiror has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed by it with or furnished the SEC since March 9, 2021, pursuant to the SEC by Parent since January 1, 2010. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with Exchange Act or furnished to the SEC by Parent since January 1, 2010 Securities Act (collectively, together with any exhibits and schedules thereto and other information incorporated thereinas they have been amended since the time of their filing through the date hereof, the “Parent Acquiror SEC DocumentsFilings”) filed prior to ). Each of the Acquiror SEC Filings, as of the respective date of its filing, and as of the date of this Agreement compliedany amendment, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and Exchange Act, the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder applicable to the case may be. (c) Acquiror SEC Filings. As of the respective date of its filing date (or, or if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, then on the date of such filing), each Parent the Acquiror SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement Filings did not, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . As of the date such registration statement hereof, there are no outstanding or amendment or supplement became effectiveunresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the knowledge of Acquiror, 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 none 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 Xxxxxxxx-Xxxxx 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). 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 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, based Acquiror SEC Filings filed on their most recent evaluation of internal controls or prior to the date hereof is subject to ongoing SEC review or investigation as of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of (including in connection with the type described in Warrant Accounting Issue). To resolve the preceding sentence made by management to ParentWarrant Accounting Issue, Acquiror’s auditors and audit committee since January 1Form 10-Q for the quarterly period ended March 31, 2010. (h) Since January 12021 filed on June 4, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by 2021 with the SEC and classified Acquiror Warrants as derivative liabilities measured at fair value on the NYSE, and Acquiror Financial Statements (the statements contained in any such certifications are true and complete“Warrant Liabilities”).

SEC Filings. (a) Parent AJAX has timely filed with or furnished to the SEC all reports, schedulesstatements, forms, statements, prospectuses, registration statements reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to U.S. Federal Securities Laws since January 1, 2010 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 “Parent AJAX SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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 any amendment or filing that superseded the initial filing, complied and each of the Additional AJAX SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSEFederal Securities Laws (including, the 1933 Actas applicable, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder) applicable to the case may be. (c) AJAX SEC Reports or the Additional AJAX SEC Reports. As of its filing date (ortheir respective dates of filing, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent AJAX 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 omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment or supplement became effective, Reports did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. misleading (e) Parent for purposes of the Additional AJAX SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and since January 1, 2010, has been in compliance correct in all material respects with (i) the applicable provisions respect to all information supplied by or on behalf of the Xxxxxxxx-Xxxxx 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 ActGroup Companies expressly for inclusion or incorporation by reference therein). 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 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 As of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to Parent’s auditors and the audit committee AJAX SEC Reports. To the knowledge of AJAX, none of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in AJAX SEC Reports or the design Additional AJAX SEC Reports is subject to ongoing SEC review 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010investigation. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Except as set forth on ‎Section 4.8 of the 7GC Schedules, 7GC has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed with or furnished by it prior to the SEC by Parent since January 1, 2010. (b) As date of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed this Agreement with or furnished to the SEC by Parent pursuant to Federal Securities Laws since January 1, 2010 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 “Parent 7GC SEC DocumentsReports”) ), and, as of the Closing, will have filed prior or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to the date of this Agreement complied, and each Parent SEC Document 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 any amendment or filing that superseded the initial filing, complied, and each of the Additional 7GC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and Federal Securities Laws (including the Xxxxxxxx-Xxxxx Act, as Act and any rules and regulations promulgated thereunder) applicable to the case may be. (c) 7GC SEC Reports or the Additional 7GC SEC Reports. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on there are no outstanding or unresolved comments in comment letters received from the date of such filing), each Parent SEC Document filed pursuant with respect to the 1934 Act 7GC SEC Reports. To the knowledge of 7GC, none of the 7GC SEC Reports filed on or prior to the date of this Agreement is subject to any ongoing SEC investigation or review. The 7GC SEC Reports did notnot at the time they were filed with the SEC, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to or if amended, as of the date of this Agreement will not, such amendment 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 omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d. Each director and executive officer of 7GC has filed with the SEC on a timely basis all statements required by Section 16(a) 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 Xxxxxxxx-Xxxxx Exchange 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related 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 SEC and meaning of the NYSE, and the statements contained in any such certifications are true and completeInvestment Company Act.

SEC Filings. (a) Parent Hightimes has timely filed with or furnished to to, as applicable, the SEC all Form 1-A offering statements, offering circulars, offering circular supplements, Form 1-K annual report, Form 1-SA semi-annual report, Form 1-U current 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 to by it with the SEC by Parent since January 1, 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 2018 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Hightimes SEC Documents”) ). Hightimes has made available to the Owners all such Hightimes SEC Documents that it has so filed or furnished prior to the date hereof. As of this Agreement compliedthe respective filing dates of the Hightimes SEC Documents (or, and each Parent SEC Document filed if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) (the “Filing Dates”) and as of this Agreement will complythe Execution Date, each of the Hightimes SEC Documents complied and comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be. (c) SEC thereunder applicable to such Hightimes SEC Documents. As of its filing date Filing Dates and as of the Execution Date, none of Hightimes SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such filinghereof), 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, contained or contain any untrue statement of a material fact or omitted or omit to state any 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. (d) Each Parent SEC Document that is a registration statement, . Except as amended or supplemented, if applicable, filed pursuant otherwise disclosed 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 counsel to the Company prior and the Owners, to the date of this Agreement any disclosure Hightimes’ Knowledge, none of the type described in Hightimes SEC Documents is the preceding sentence made by management subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each any of the principal executive officer and principal financial officer Hightimes SEC Documents. None of Parent (Hightimes’ direct or each former principal executive officer and principal financial officer of Parentindirect subsidiaries is required to file or furnish any forms, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under reports or other documents with the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and completeSEC.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2004. All such required registration statements, prospectuses, registration reports, schedules, forms, statements and other documents required to be filed with or furnished (including those that Parent may file subsequent to the SEC by Parent since January 1, 2010. (bdate hereof) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished are referred to the SEC by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, herein as the “Parent SEC Documents”) filed prior to Reports.” As of their respective dates, the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the NYSE, Securities Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (cii) As of its filing date did not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such amended or superceding filing), 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 omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each . None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent 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 Document that is a registration statementbut which are required to be filed, as amended to agreements, documents or supplemented, if applicable, other instruments which previously had been filed by Parent with the SEC pursuant to the 1933 Securities Act or the Exchange Act, as . Parent has responded to all comment letters of the date staff of the SEC relating to Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, including all SEC comment letters and responses to such registration statement comment letters by or amendment on behalf of Parent. To Parent’s Knowledge, none of Parent’s SEC Reports is the subject of ongoing SEC review or supplement became effectiveoutstanding SEC comment. Parent and, did not contain any untrue statement to the Parent’s Knowledge, each of a material fact or omit to state any material fact necessary its officers and directors are in order to make the statements made thereincompliance with, and have complied, in light of the circumstances under which they were made, not misleading. (e) Parent is and since January 1, 2010, has been in compliance each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of NYSE. Each required form, report and document containing financial statements that has been filed with or submitted to the NYSE. (f) SEC by Parent and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under was accompanied by the 1934 Act). 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 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 certifications required to be included in filed or submitted by 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 chief executive officer and principal and/or chief financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parentofficer, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of required, pursuant to the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by and, at the SEC and the NYSEtime of filing or submission of each such certification, and the statements contained in any such certifications are certification was true and completeaccurate and complied with the Xxxxxxxx-Xxxxx Act. Neither Parent nor, to Parent’s Knowledge, any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications.

SEC Filings. (a) Since January 1, 2023, Parent has timely filed or otherwise furnished (as applicable) with or furnished to the SEC all forms, reports, proxy statements, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits) required to be filed with or furnished (as applicable) by it under applicable Law prior to the SEC Agreement Date, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act, including all certifications required under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent with the SEC since January 1, 20102023 through the Agreement Date, as have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents”). 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 its their respective SEC filing datedates, or in each reportcase, 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”) filed if amended prior to the date Agreement Date, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment, as to form the Parent SEC Documents complied in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be. (c) As , the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of its filing date (orthe SEC thereunder and, if except to the extent superseded or amended or superseded by a subsequent filing with the SEC prior to the date of this AgreementAgreement Date, on the date of such filing), 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, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (dc) Each As of the Agreement Date, none of the Parent SEC Document that Documents is a registration statementthe subject of outstanding SEC comment or, as amended or supplemented, if applicable, filed pursuant to the 1933 Actknowledge of Parent, 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 misleadingongoing SEC review. (ed) Parent is and since Since January 1, 20102023, subject to any applicable grace periods, Parent has been in and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) As promptly as practicable after the Closing Date, Parent has timely filed shall prepare and file with or furnished the SEC a proxy statement relating to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required Parent Stockholders’ Meeting to be filed held in connection with the Parent Stockholder Matters (together with any amendments thereof or furnished supplements thereto, the “Proxy Statement”). Parent shall (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC in all material respects and (ii) respond promptly to any comments or requests of the SEC or its staff related to the SEC by Parent since January 1, 2010Proxy Statement. (b) As Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of its filing date, each report, schedule, form, statement, prospectus, registration statement meeting and other document filed with or furnished to the SEC by Parent since January 1, 2010 form of proxy included therewith) will (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”i) filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act applicable U.S. federal securities Laws and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement did notDGCL, and each Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement will not, (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in 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. (ec) Parent is and since January 1, 2010, shall cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been in compliance in all material respects filed with the SEC and either (i) the applicable provisions SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Xxxxxxxx-Xxxxx Act and Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable listing U.S. federal securities laws and corporate governance rules the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Surviving Entity (A) become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other parties thereof and regulations of shall cooperate with such other parties in Parent filing such amendment or supplement with the NYSESEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (fd) As promptly as practicable after the Closing Date, Parent shall file with the SEC, (and its Subsidiaries have established and maintain disclosure controls and procedures in any event, on or prior to the Filing Deadline (as defined in Rule 13a-15 the Registration Rights Agreement)) a registration statement on Form S-3 (or any successor form), if available, or if not available, a registration statement on Form S-1 (or any successor form) for use by Parent, with respect to the Parent Common Stock Payment Shares and shares of Parent Common Stock issuable upon conversion of Parent Preferred Stock Payment Shares or the exercise of Parent Warrants, to the extent necessary to register such shares for resale under the 1934 Act). Such disclosure controls Securities Act 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 fully in compliance with the terms and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee conditions of the Board of Directors of Parent (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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010Registration Rights Agreement. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has filed on a timely filed with or furnished to the SEC basis all reportsregistration statements, prospectuses, schedules, forms, statementsreports, prospectuses, registration statements and other documents required to be filed by it with or furnished to the SEC by Parent since January 1, 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 including all exhibits and schedules thereto and other information incorporated thereinthereto, the “Parent SEC DocumentsReports”) filed prior to the date of this Agreement complied, and each ). All such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Reports (i) were prepared in all material respects accordance with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. , and the rules and regulations promulgated thereunder, and (cii) As of its filing date (did not, at the time they were filed, or, if amended or superseded by a filing prior to the date supplemented, as of this Agreement, on the date of such filing), 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 notamendment or supplement, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, 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. No Parent Subsidiary is required to file any form, report or other document with the SEC. (db) Each 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 Xxxxxxxx-Xxxxx) with respect to any Parent SEC Document that is a registration statementReport, as amended or supplemented, if applicable, filed pursuant and all such certifications were each true and correct when made. Parent has also delivered to the 1933 Act, as Company all comment letters received by Parent from the Staff 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 SEC since January 1, 20102002 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, 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 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 (i) the applicable provisions requirements of the The Xxxxxxxx-Xxxxx Act and of 2002, as amended. (iid) Parent is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. (f) Parent Nasdaq National Market and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under has not received any notice from the 1934 Act). 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 periods in Nasdaq National Market asserting any non-compliance with such rule 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, based on their most recent evaluation of internal controls has not been resolved prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, forms, certifications, schedules, forms, registration statements, prospectuses, registration and definitive proxy statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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 including exhibits and schedules thereto and other information incorporated therein) required to be filed by it with the SEC since October 1, 2010 (the “Parent SEC Documents”) ). Each Parent SEC Document, at the time filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement compliedAgreement, then at the time of such filing and each Parent SEC Document filed subsequent to in the date case of this Agreement will complyregistration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) complied as to form in all material respects with the applicable requirements of the NYSE, Securities Act or the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), 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 notapplicable rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 is the subject of any ongoing SEC review. (db) Each The consolidated financial statements of Parent, together with the related schedules and notes thereto, included in the Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActDocuments, as of their respective date of filing with the date such registration statement SEC (or if amended or superseded by a filing 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 Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) comply as to Parent’s auditors form in all material respects with applicable accounting requirements and the audit committee of the Board of Directors of Parent (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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related published rules and regulations promulgated by of the SEC with respect thereto and (ii) present fairly in all material respects the NYSEconsolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof, and the statements contained 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 certifications are true and completecontract 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.

SEC Filings. (a) Parent has timely filed with or furnished to the SEC all All reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed by Parent with or furnished the SEC pursuant to the SEC by Parent Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2010. 2018, as amended prior to the date of this Agreement (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed together with or any documents furnished during such period by Parent to the SEC by Parent since January 1on a voluntary basis on Current Reports on Form 8‑K and any reports, 2010 (collectivelyschedules, together with any exhibits and schedules thereto forms and other information incorporated thereindocuments filed with the SEC pursuant to the Exchange Act subsequent to the date hereof, collectively, the “Parent SEC Documents”) ), have been filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with with, to the applicable extent in effect at the time of filing, the requirements of the NYSE, the 1933 Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior applicable to the date of this Agreement, on the date of such filing), each Parent SEC Document filed pursuant to the 1934 Act prior to the date of this Agreement did not, and each Documents. The Parent SEC Document filed pursuant to the 1934 Act subsequent to the date of this Agreement Documents, when read together, do not contain and will notnot contain, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC or its staff with respect to the Parent SEC Documents. (b) The consolidated financial statements of Parent included or incorporated by reference in the Parent SEC Documents comply, as of their respective dates and, if amended, as of the date of the last such amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, the absence of notes and other adjustments described therein). (c) Parent has never been an issuer subject to Rule 144(i) under the Securities Act. (d) Each Since the filing of Parent’s Form 10-Q for the quarter ended June 30, 2019, except as otherwise disclosed in a Form 8-K filed with the SEC, there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect on Parent. Parent does not have pending before the SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as any request for confidential treatment 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 misleadinginformation. (e) As of the date hereof, Parent is eligible to use Form S-3 with respect to the registration of the resale of the Share Consideration. (f) Parent has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Parent Common Stock under the Exchange Act nor has Parent received any notification that the SEC is contemplating terminating such registration. (g) As of the date hereof, Parent is, and since January 1has no reason to believe that it will not in the foreseeable future continue to be, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable all 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). 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 periods in maintenance requirements for any trading market on which the periodic reports required under Parent Common Stock is listed or quoted (including 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 ActNew York Stock Exchange). (g) Parent and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent Vinings has timely filed with or furnished to with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms, statements, prospectuses, registration statements forms and other documents (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed with or furnished to by it with the SEC by Parent since January 1, 2010. (b) As of its filing date2017. All such registration statements, each reportproxy statements, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by Parent since January 1statements, 2010 (collectivelyreports, together with any exhibits and schedules thereto schedules, forms and other information incorporated thereindocuments, the “Parent SEC Documents”) filed as amended prior to the date of this Agreement compliedAgreement, and each Parent those that Vinings may file or furnish with the SEC Document filed after the Effective Date until the Closing, are referred to herein as the “Vinings SEC Documents”. True, correct, and complete copies of all the Vinings SEC Documents are publicly available. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement will complythe 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 Vinings SEC Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the Xxxxxxxx-Xxxxx ActAct of 2002, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Vinings SEC Documents. None of the 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 hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document that is a registration statement. To the knowledge of Vinings, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as none of the date such registration statement Vinings SEC Documents is the subject of ongoing SEC review or amendment outstanding SEC investigation and there are no outstanding or supplement became effective, did not contain unresolved comments received from the SEC with respect to 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 misleadingVinings SEC Documents. (e) Parent is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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, based on their most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since January 1, 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 including exhibits and schedules thereto and all other information incorporated thereinby reference) required to be filed or furnished by it with the SEC since January 1, 2019, (the “Parent SEC Documents”) ). True, correct, and complete copies of all Parent SEC Documents are publicly available on EXXXX. To the extent that any Parent SEC Document available on EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe 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 NYSE, the 1933 Securities Act, the 1934 Act Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . To the Knowledge of the Parent, none of the Parent SEC Document that Documents is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the 1933 Act, as any 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 Xxxxxxxx-Xxxxx 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)SEC Documents. 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 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 None 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 disclosedSubsidiaries is required to file or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent LIFD has timely filed with or furnished to to, as applicable, 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 to by it with the SEC by Parent since January 1, 2010. 2021 (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 LIFD SEC Documents”) filed ). True, correct, and complete copies of all the LIFD SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, as to form 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 LIFD SEC Documents conform in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act and the Xxxxxxxx-Xxxxx Exchange Act, as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such LIFD SEC Documents. None of the 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 hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Document , except that is a registration statement, LIFD makes no representation as amended or supplemented, if applicable, filed pursuant to the 1933 Actaccuracy and completeness of its risk factors and other disclosures regarding the growing, as 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 LIFD, none of the date such registration statement LIFD SEC Documents is the subject of ongoing SEC review or amendment or supplement became effective, did not contain any untrue statement outstanding SEC investigation. None 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 LIFD’s Subsidiaries is and since January 1, 2010, has been in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx 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). 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent has timely filed with or furnished to to, as applicable, the SEC Securities and Exchange Commission (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 to with the SEC by Parent since January 1, 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”) filed since January 1, 2012 (the “Current Parent SEC Documents”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement complied, and each the Current Parent SEC Document filed subsequent to the date of this Agreement will comply, Documents complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx ActSecurities Exchange Act of 1934, as amended (the case may be. (c) As “Exchange Act”), and the rules and regulations of its filing date the SEC thereunder applicable to such Current Parent SEC Documents. To the 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 or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such filinghereof), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each . Other than as described in the Current Parent SEC Document that is a registration statementDocuments, each of the consolidated financial statements of Parent (including, in each case, any notes thereto) included in the Current Parent SEC Documents have been prepared in accordance with United States generally accepted accounting principles, as amended or supplementedin effect from time to time, 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 applied on 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 Xxxxxxxx-Xxxxx 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). 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 consistent basis during the periods involved (except as may be indicated therein or in which the periodic reports required under the 1934 Act are being preparednotes thereto). 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 As of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, neither Parent nor any of its subsidiaries has any pending or unresolved comments from the SEC or any other governmental entity with respect to Parent’s auditors and the audit committee any of the Board of Directors of Current Parent (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 any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC Documents. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.

SEC Filings. (a) Parent The Company has timely filed with or furnished to to, as applicable, 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 April 30, 2016 (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). To the extent that any Company SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished to the SEC by Parent since January 1, 2010. (b) SEC. As of its their respective filing datedates or, each report, schedule, form, statement, prospectus, registration statement and other document filed with if amended or furnished to the SEC superseded by Parent since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed a subsequent filing prior to the date hereof, as of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement will complythe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the NYSESecurities Act of 1933, as amended (the “Securities Act”), the 1933 Exchange Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as and the case may be. (c) As rules and regulations of its filing date the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, on the date of the last such amendment or superseding filing), 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 contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 . To the 1933 Act, as Knowledge of the date such registration statement or amendment or supplement became effectiveCompany, 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 none of the circumstances under which they were made, not misleading. (e) Parent Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and since January 1, 2010, has been in compliance in all material respects there are no outstanding or unresolved comments received from the SEC with (i) the applicable provisions respect to any of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations Company SEC Documents. None of the NYSE. (f) Parent and its Company’s Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material 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 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 disclosedfile or furnish any forms, based on their most recent evaluation of internal controls prior to the date of this Agreementreports, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or 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 documents with the Company prior to the date of this Agreement any disclosure of the type described in the preceding sentence made by management to Parent’s auditors and audit committee since January 1, 2010SEC. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.