Common use of SEC Filings Clause in Contracts

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror (a) The Company has made available to Parent through the Company Company’s filings with the SEC, complete and the Shareholders' Representative correct and complete copies of (i) its Annual Reports the Company’s annual reports on Form 10-K for the its fiscal years ended December 31, 1994, 1995 2006 and 1996, as filed with the SEC2005, (ii) its proxy or information statements relating to all meetings of the meetings stockholders of shareholders (whether annual or special) of Acquiror the Company since January 1, 1994, as filed with the SEC2005, and (iiiiv) all of its other reports reports, statements, schedules and registration statements filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and 2005 (the documents referred to in this Section 5.07(a), together with all registration statements filed information incorporated by Acquiror reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”). (b) Except as set forth in Section 5.07(b) of the Company Disclosure Schedule, since January 1, 1995 2005, the Company has filed with or furnished to the SEC each report, statement, schedule, form or other document or filing required by Applicable Law to be filed or furnished by the Company at or prior to the time so required. (c) As of its filing date (or, if amended or superseded by a filing prior to the reports and statements set forth in clauses (idate hereof, on the date of such filing), (ii) each Company SEC Document complied, and (iii)each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer will comply, above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange 1933 Act and the rules and regulations of 1934 Act, as the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. case may be. (d) As of the its filing date hereof there are no claims, actions, proceedings or investigations pending (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a filing prior to the date hereof, shall be provided on the date of such filing), each Company SEC Document filed pursuant to the Company; 1934 Act, as amended or supplemented, if applicable, as of the date of such filing or amendment, did not, and each such documentCompany SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer will not, shall constitute Acquiror Securities Filings for purposes hereofcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. Acquiror Parent has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Parent SEC Reports”). The Acquiror Securities Filings 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 to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports (for purposes of the Commission thereunderAdditional Parent SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECParent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Parent SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Vinings has made available to filed or furnished with the Company SEC all registration statements, proxy statements and other statements, reports, schedules, forms and other documents (including all exhibits, financial statements and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SECschedules thereto, and (iii) all other reports information incorporated by reference) required to be filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed or furnished by Acquiror it with the SEC since January 1, 1994 2017. All such registration statements, proxy statements, and all registration statements filed by Acquiror other statements, reports, schedules, forms and other documents, as amended prior to the date of this Agreement, and those that Vinings may file or furnish with the SEC since January 1, 1995 (after the reports and statements set forth in clauses (i), (ii) and (iii), aboveEffective Date until the Closing, are referred to collectively herein as the "ACQUIROR SECURITIES FILINGS"“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 the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively). The Acquiror Securities Filings , each of the Vinings SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SECSEC thereunder applicable to such Vinings SEC Documents. As None of the date hereof there are no claimsVinings SEC Documents, actionsincluding any financial statements, proceedings schedules, or investigations pending exhibits included or incorporated by reference therein at the time they were filed (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a subsequent filing prior to the date hereof, shall as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be provided stated therein or necessary in order to make the Company; statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Vinings, none of the Vinings SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and each such document, shall constitute Acquiror Securities Filings for purposes hereofthere are no outstanding or unresolved comments received from the SEC with respect to any of the Vinings SEC Documents.

SEC Filings. Acquiror The Company has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996timely filed with or furnished to, as filed with applicable, the SECSEC all registration statements, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1prospectuses, 1994reports, as filed with the SECschedules, forms, statements, and other documents (iii) including exhibits and schedules thereto and all other reports information incorporated by reference) required to be filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed or furnished by Acquiror it with the SEC since January 1, 1994 2020 (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). To the extent that any Company SEC Document available on ▇▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements filed by Acquiror with and proxy statements, on the SEC since January 1dates of effectiveness and the dates of the relevant meetings, 1995 (the reports and statements set forth in clauses (irespectively), (ii) and (iii), above, are referred to collectively as each of the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SECSEC thereunder applicable to such Company SEC Documents. As None of the date hereof there are no claimsCompany SEC Documents, actionsincluding any financial statements, proceedings schedules, or investigations pending exhibits included or incorporated by reference therein at the time they were filed (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a subsequent filing prior to the date hereof, shall as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be provided stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Company; , none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and each such documentthere are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, shall constitute Acquiror Securities Filings for purposes hereofreports, or other documents with the SEC.

SEC Filings. Acquiror Plum has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing through the date hereof, the “Plum SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement/Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Plum SEC Reports”). The Acquiror Securities Filings Each of the Plum SEC Reports, as of their respective dates of filing, or, if amended prior to the date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, complied and each of the Additional Plum SEC Reports, as of their respective dates of filing, or, if amended prior to form the date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Plum SEC Reports or the Additional Plum SEC Reports (for purposes of the Commission thereunderAdditional Plum SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 4.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECCompany expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, or, if amended prior to the date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, the Plum SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge Plum SEC Reports. The Parties acknowledge that (i) the staff of Acquirorthe SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, threatened against Acquiror 2021 (the “Statement”) and, (ii) Plum continues to review the Statement and its implications, including on the financial statements and other information included in the Plum SEC Reports and (iii) any subsequent restatement, revision or other modification of the Plum SEC Reports or the Additional Plum SEC Reports in connection with such review of the Statement or any subsequent related agreements or other guidance from the staff of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will the SEC regarding accounting matters generally applicable to special purpose acquisition companies shall not be required deemed to be described a breach of any representation or warranty set forth in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofthis Agreement.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies (a) Each SEC filing of Purchaser (as amended): (i) as of its Annual Reports on Form 10-K for the years ended December 31date, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be and (ii) did not at the rules and regulations time it was filed (or in the case of am amended filing, as of its amended date) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the Commission thereundercircumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Purchaser’s SEC filings was prepared in all material respects in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and Acquiror each presented fairly the consolidated financial position, results of operations and cash flows of the Purchaser and its consolidated subsidiaries as of the respective dates (or in the case of revised and amended financial statements, as of the date of such revision and amendment) thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). (c) Except as and to the extent set forth on the most recent consolidated balance sheet of the Purchaser and its consolidated subsidiaries, included in the Purchaser’s most recent Form 10-Q, including the notes thereto (the “Form 10-Q”), neither the Purchaser nor any of its consolidated subsidiaries has received no notice any liabilities or obligations of violation any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with respect thereto from GAAP, except for liabilities or obligations incurred in the SEC. ordinary course of business consistent with past practice since the date of the Form 10-Q. (d) As of the date hereof there are hereof, no claims, actions, proceedings or investigations pending or, “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the best knowledge of AcquirorPurchaser Form 10-K has been amended or modified, threatened against Acquiror except for such amendments or any of its Subsidiaries, modifications which have been filed as an exhibit to a subsequently dated SEC filing or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be are not required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror DAAQ has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to applicable Laws since January 1its initial public offering (collectively, 1994 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 “DAAQ SEC Reports”) and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC pursuant to applicable 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 January 1the time of filing, 1995 but excluding the Registration Statement / Proxy Statement, the “Additional DAAQ SEC Reports”). Each of the DAAQ 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 DAAQ SEC Reports, as of their respective dates of filing (or, if amended, as of the reports and statements set forth in clauses (idate of such amendment), (ii) and (iii)as of the date of any amendment or filing that superseded the initial filing, abovewill comply, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange applicable Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the DAAQ SEC Reports or the Additional DAAQ SEC Reports (for purposes of the Commission thereunderAdditional DAAQ SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 4.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECDAAQ SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional DAAQ SEC Reports, assuming that the representation and warranty set forth in Section 4.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the DAAQ SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Buyer has made available timely filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) be filed by Acquiror it with the SEC since January 1, 1994 and 2004 (collectively, including all exhibits thereto, the “SEC Reports”). No subsidiary of Buyer is required to file any form, report, registration statements filed by Acquiror statement, prospectus or other document with the SEC. None of the SEC since January 1Reports, 1995 as of their respective dates (or, if amended or superseded by a filing prior to the reports Closing Date, then on the date of such filing) contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All SEC Reports, as of their respective dates (and statements set forth in clauses (ias of the date of any amendment to the respective SEC Report), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied or will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. ARTICLE VII INVESTIGATION BY BUYER; CONFIDENTIALITY Between the date of this Agreement and the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 14.1, Seller will cause each of the Commission thereunderAcquired Companies to provide Buyer and its Representatives with reasonable access, during normal business hours and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending orupon reasonable notice, to the best knowledge facilities, books, records and personnel of Acquirorthe Acquired Companies; provided, threatened against Acquiror or however, that (i) such access will not unreasonably interfere with the normal operations of any of its Subsidiariesthe Acquired Companies, (ii) such access will not require Seller to permit any access, or to permit disclosure of any properties or rights information, that in its reasonable judgment would result in the disclosure of Acquiror or any trade secrets, (iii) Buyer and its Representatives will not speak to any of its Subsidiariesthe personnel of the Acquired Companies without the prior written consent of Seller, before and any court, administrative, governmental or regulatory authority or body which is or such communications permitted by Seller will be required to be described made in the presence of a representative of Seller and (iv) Buyer shall not have any Acquiror Securities Filing such access for purposes of conducting any environmental assessments, sampling or testing. Buyer acknowledges that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC all such information being provided pursuant to this Article VII is subject to the requirements terms of the Exchange Act Confidentiality Agreement, the terms of which has not been timely filed with the SEC. Any documents filed are incorporated herein by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofreference.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as ITGI has timely filed with the SECSEC all required forms, (ii) its proxy reports, registration statements relating and documents required to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) be filed by Acquiror it with the SEC since January 1, 1994 and all registration statements filed by Acquiror with 1999 (collectively, the "ITGI SEC since January 1, 1995 (the reports and statements set forth in clauses (iREPORTS"), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings all of which complied as to form in all material respects with the requirements applicable provisions of the Securities Act or the Exchange Act and Act, as the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SECcase may be. As of their respective dates, the date hereof there are no claimsITGI SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, actionsas of their respective dates, proceedings and do not contain any untrue statement of a material fact concerning ITGI and its subsidiaries or investigations pending or, omit to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be state a material fact required to be described stated therein concerning ITGI and its subsidiaries or necessary to make the statements therein, in any Acquiror Securities Filing that is light of the circumstances under which they were made, not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required misleading concerning ITGI and its subsidiaries. (ii) ITGI will deliver to file JEFG as soon as they become available true and complete copies of any report or other document with the SEC pursuant mailed by ITGI to the requirements of the Exchange Act which has not been timely its securityholders generally or filed by it with the SEC. Any documents filed by Acquiror with the SEC after , in each case subsequent to the date hereof, that would have constituted Acquiror Securities Filings if filed hereof and prior to the date hereofEffective Time (the "SUBSEQUENT ITGI REPORTS"). As of their respective dates, shall the Subsequent ITGI Reports will not contain any untrue statement of a material fact or omit to state a material fact concerning ITGI and its subsidiaries or omit to state a material fact required to be provided stated therein concerning ITGI and its subsidiaries or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading concerning ITGI and its subsidiaries and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of ITGI and its subsidiaries included or incorporated by reference in the ITGI SEC Reports or to be included or incorporated by reference in the Subsequent ITGI Reports have been prepared or will be prepared in accordance with GAAP and fairly present or will fairly present the consolidated financial position of ITGI and its subsidiaries, as of the dates thereof and the consolidated results of operations and consolidated cash flow for the periods to which they relate (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofextent they may not include footnotes or may be condensed or summary statements).

SEC Filings. Acquiror Armada has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SECSEC pursuant to U.S. Federal Securities Laws since its initial public offering (collectively, (ii) its proxy statements relating to including all of the meetings 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 shareholders (whether annual or special) of Acquiror since January 1filing, 1994the “Armada SEC Reports”), and, as of the Closing, will have filed with the SEC, and (iii) or furnished all other statements, forms, reports and other documents required to be filed pursuant or furnished by it subsequent to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror 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 January 1the time of filing, 1994 and all registration statements filed by Acquiror with but excluding the Registration Statement / Proxy Statement, the “Additional Armada SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Reports”). The Acquiror Securities Filings Each of the Armada 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 Armada SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Armada SEC Reports or the Additional Armada SEC Reports. As of their respective dates of filing, the Armada SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional Armada SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Armada SEC Reports. To the knowledge of AcquirorArmada, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with Armada SEC Reports or the SEC. Any documents filed by Acquiror with the Additional Armada SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior Reports is subject to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofongoing SEC review or investigation.

SEC Filings. Acquiror ENVI has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “ENVI SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional ENVI SEC Reports”). The Acquiror Securities Filings Each of the ENVI 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 ENVI SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the ENVI SEC Reports or the Additional ENVI SEC Reports (for purposes of the Commission thereunderAdditional ENVI SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the ENVI SEC Reports did not, and Acquiror has received no notice the Additional ENVI SEC Reports will not, contain any untrue statement of violation a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional ENVI SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the ENVI SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Acquiror SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Acquiror SEC Reports”). The Each of the Acquiror Securities Filings complied 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, and each of the Additional Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Acquiror SEC Reports or the Additional Acquiror SEC Reports (for purposes of the Commission thereunderAdditional Acquiror SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in ‎Section 3.24 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of each Group Company specifically for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge Acquiror SEC Reports. The Acquiror SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any Acquiror SEC Report has been superseded by a later timely filed Acquiror SEC Report) contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements made therein, 1994, other than in the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings misleading (for purposes hereofof the Additional SEC Reports, assuming that the representation and warranty set forth in ‎Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of each Group Company specifically for inclusion or incorporation by reference therein).

SEC Filings. Acquiror (a) Parent has timely filed all forms, reports, schedules, statements and other documents required to be filed by it since September 30, 2000 under the 1933 Act and 1934 Act. Parent has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports annual report on Form 10-K for the years its fiscal year ended December 31September 30, 1994, 1995 and 1996, as filed with the SEC2002, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other quarterly reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q for its fiscal quarters ended December 31, 2002 and Current Reports on Form 8-K▇▇▇▇▇ ▇▇, as amended▇▇▇▇, (▇▇▇) 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 by Acquiror with the SEC since January 1September 30, 1994 2002 (collectively, the “Parent SEC Documents”). (b) As of its filing date or, if amended or superceded by a filing prior to the date hereof, on the date of such filing, each Parent SEC Document complied, and all registration statements each Parent SEC Document filed by Acquiror with after the SEC since January 1, 1995 (date hereof and prior to the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied Closing will comply as to form in all material respects with the applicable requirements of the Exchange 1933 Act and 1934 Act, as the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. case may be. (c) As of the date hereof there are no claimsits filing date, actions, proceedings or investigations pending (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superceded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a filing prior to the date hereof, shall be provided on the date of such filing) each Parent SEC Document filed pursuant to the Company; 1934 Act did not, and each Parent SEC Document filed after the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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 documentregistration statement or amendment became effective, shall constitute Acquiror Securities Filings for purposes hereofdid not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Acquiror (a) Since June 30, 2014, the Company has made available timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, proxy statements, schedules, statements and other documents (including exhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, prior to the date hereof, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company and with the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31SEC since June 30, 1994, 1995 and 19962014, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Reports”). Neither the Company nor any of its Subsidiaries is required to file or furnish to the SEC any registration statement, form, report, statement, certification or other document, in each case, required to be filed or furnished by it on or prior to the date hereof with the SEC with respect to the Indebtedness of the Company or any of its Subsidiaries. None of the Company’s Subsidiaries is currently or has, since becoming a Subsidiary of the Company, been required to file any forms, reports or other documents with the SEC, . (iib) its proxy statements relating to all As of their respective effective dates (in the case of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports Company SEC Reports that are registration statements filed pursuant to the Exchange requirements of the Securities Act and as of their respective SEC filing dates (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kin the case of all other Company SEC Reports), or in each case, if amended or superseded prior to the date hereof, as amended) filed by Acquiror with of the date of the last such amendment or superseding filing made prior to the date hereof, the Company SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings Reports complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the Commission SEC thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of each as in effect on the date hereof there are no claimsso filed, actions, proceedings and did not contain any untrue statement of a material fact or investigations pending or, omit to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements therein, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements in light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofmisleading.

SEC Filings. Acquiror PACI has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports, and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act since May 21, 2021 (including Quarterly Reports on Form 10-Q collectively, and Current Reports on Form 8-Ktogether with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing through the date hereof, the “PACI SEC Filings”), and, as amended) of the Closing Date, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of their filing, 1994 but excluding the Registration Statement and all registration statements filed by Acquiror with the Proxy Statement/Prospectus, the “Additional PACI SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Filings”). The Acquiror Securities Filings complied Each of the PACI SEC Filings, as to form 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 PACI 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, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and applicable to the rules and regulations PACI SEC Filings or the Additional PACI SEC Filings. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and Acquiror has received no notice then on the date of violation with respect thereto from such filing), the SECPACI SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge PACI SEC Filings. To the Knowledge of AcquirorPACI, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely PACI SEC Filings filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed on or prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. Acquiror LIFD has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996filed with or furnished to, as filed with applicable, the SECSEC all registration statements, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1prospectuses, 1994reports, as filed with the SECschedules, forms, statements, and other documents (iii) including exhibits and all other reports information incorporated by reference) required to be filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed or furnished by Acquiror it with the SEC since January 1, 1994 2021 (the “LIFD SEC Documents”). 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 the date of the last such amendment or superseding filing (and, in the case of registration statements filed by Acquiror with and proxy statements, on the SEC since January 1dates of effectiveness and the dates of the relevant meetings, 1995 (the reports and statements set forth in clauses (irespectively), (ii) and (iii), above, are referred to collectively as each of the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form LIFD SEC Documents conform in all material respects with the applicable requirements of the Securities Act, and the Exchange Act Act, and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SECSEC thereunder applicable to such LIFD SEC Documents. As None of the date hereof there are no claimsLIFD SEC Documents, actionsincluding any financial statements, proceedings schedules, or investigations pending exhibits included or incorporated by reference therein at the time they were filed (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a subsequent filing prior to the date hereof, shall as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be provided stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that LIFD makes no representation as to the Company; accuracy and each such documentcompleteness of its risk factors and other disclosures regarding the growing, shall constitute Acquiror Securities Filings for purposes hereofextraction, 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 LIFD SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. None of LIFD’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings. Acquiror (a) THMA has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 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 “THMA SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional THMA SEC Reports”). The Acquiror Securities Filings Each of the THMA 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 THMA SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the THMA SEC Reports or the Additional THMA SEC Reports (for purposes of the Additional THMA SEC Reports, assuming that the representation and warranty set forth in Section 4.22 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 their respective dates of filing, the THMA SEC Reports did not, and the Additional THMA SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional THMA SEC Reports, assuming the accuracy of any information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). (b) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the THMA SEC Reports. (c) As of the date of this Agreement, to the knowledge of THMA, each director and executive officer of THMA has filed with the SEC on a timely basis all statements required with respect to THMA by Section 16(a) of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror Rotor has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 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 “Rotor SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Rotor SEC Reports”). The Acquiror Securities Filings complied Each of the Rotor 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, 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, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations of promulgated thereunder) applicable to the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from Rotor SEC Reports or the SECAdditional Rotor SEC Reports. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge Rotor SEC Reports. The Rotor SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any Rotor SEC Report has been superseded by a later timely filed Rotor SEC Report) contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements made therein, 1994, other than in the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofmisleading.

SEC Filings. Acquiror The Parent has made available timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the Company SEC since for the two years preceding the date hereof and up to and including the Shareholders' Representative correct Closing Date (the “Parent SEC Documents”). True, correct, and complete copies of (i) its Annual Reports all the Parent SEC Documents are publicly available on Form 10-K for the years ended December 31, 1994, 1995 and 1996, E▇▇▇▇. Except as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses 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 the date of the last such amendment or superseding filing (iand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (ii) and (iii), above, are referred to collectively as each of the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the Commission thereunderSEC thereunder applicable to such Parent SEC Documents. Except as set forth in Schedule 5.4, and Acquiror has received no notice of violation with respect thereto from the SEC. As none of the date hereof there are no claimsParent SEC Documents, actionsincluding any financial statements, proceedings schedules, or investigations pending exhibits included or incorporated by reference therein at the time they were filed (or, to the best knowledge of Acquiror, threatened against Acquiror if amended or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a subsequent filing prior to the date hereof, shall as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be provided stated therein or necessary in order to make the Company; statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of the Parent, except as set forth in Schedule 5.4, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and each such documentthere are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of the Parent’s Subsidiaries is required to file or furnish any forms, shall constitute Acquiror Securities Filings for purposes hereofreports, or other documents with the SEC and neither the Parent nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Authority.

SEC Filings. Acquiror MAAC has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “MAAC SEC Reports”) and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional MAAC SEC Reports”). The Acquiror Securities Filings Each of the MAAC 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 MAAC SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the MAAC SEC Reports or the Additional MAAC SEC Reports (for purposes of the Commission thereunderAdditional MAAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies or the Company Shareholders expressly for inclusion or incorporation by reference therein, if any, is true and correct in all material respects). As of their respective dates of filing, and Acquiror has received no notice as of violation with respect thereto from the SECdate of any amendment or filing that superseded the initial filing, the MAAC SEC Reports and the Additional MAAC SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional MAAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies or the Company Shareholders expressly for inclusion or incorporation by reference therein, if any, is true and correct in all material respects). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the MAAC SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror GG has made available timely filed or furnished all required registration statements, forms, reports, schedules and other documents required to be filed or furnished by it prior to the Company date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Shareholders' Representative correct time of filing through the date of this Agreement, the “GG SEC Reports”), and, as of the Closing, shall have filed or furnished all other statements, forms, reports and complete copies other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional GG SEC Reports”). All GG SEC Reports, Additional GG SEC Reports, any correspondence from or to the SEC or the Stock Exchange (other than such correspondence in connection with the initial public offering of GG) and all certifications and statements required by (i) its Annual Reports on Form 10-K for Rule 13a-14 or 15d-14 under the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, Exchange Act or (ii) its proxy statements relating to all 18 U.S.C. § 1350 (Section 906) of the meetings ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any of shareholders (whether annual the foregoing are, or special) of Acquiror since January 1, 1994will be, as filed with applicable, available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (▇▇▇▇▇) in full without redaction. The GG SEC Reports were, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Additional GG SEC Reports on Form 10-Q and Current Reports on Form 8-Kwill be, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth prepared in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder. The GG SEC Reports did not, and the Additional GG SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Commission thereundercircumstances under which they were or will be made, not misleading (for purposes of the Additional GG SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 4.09 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Parent and its Subsidiaries expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, to the knowledge of GG, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the GG SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror ARYA has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “ARYA SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional ARYA SEC Reports”). The Acquiror Securities Filings Each of the ARYA 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 ARYA SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the ARYA SEC Reports or the Additional ARYA SEC Reports (for purposes of the Commission thereunderAdditional ARYA SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECARYA SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the ARYA SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended Since December 31, 19942012, 1995 and 1996, as Borrower shall have filed with the SECSEC all material reports, schedules, statements and other documents (the “Borrower SEC Documents”) required to be filed by Borrower with the SEC pursuant to the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “1933 Act”) and the Exchange Act, (ii) its proxy statements relating to all as of the meetings of shareholders (whether annual or special) of Acquiror since January 1their respective dates, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the Borrower SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings Documents shall have complied as to form in all material respects with the requirements of the 1933 Act and the Exchange Act and none of Borrower SEC Documents shall have 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 rules and regulations statements therein, in light of the Commission thereundercircumstances under which they were made, not misleading (after giving effect to all supplements and Acquiror has received no notice of violation with respect updates thereto made prior to June 2, 2014) and (iii) from June 2, 2014 through the SEC. As of the date hereof there are no claimsClosing Date, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or (A) neither Borrower nor any of its SubsidiariesSubsidiaries shall have issued any equity securities (or options, warrants or any properties other rights, securities or rights of Acquiror Debt that are convertible into or any of its Subsidiaries, before any court, administrative, governmental exercisable or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994exchangeable for equity securities), other than (i) the Acquiror Securities Filingsissuance by Borrower of shares of common stock in connection with the exercise of stock options outstanding on June 2, Acquiror has not been required to file 2014 and (ii) any report equity securities (or options, warrants, or other document with rights or securities) permitted to be issued under Borrower’s 2014 Omnibus Incentive Plan, (B) Borrower shall not have declared or made any dividend or distribution of cash, securities or other property to stockholders or redeemed any Equity Interests (other than repurchases in the SEC pursuant ordinary course in accordance with, and subject to the requirements of the Exchange Act which has current limitations of, Borrower’s stock repurchase program as in existence on June 2, 2014) and (C) Borrower shall not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereofhave given effect to any stock split or combination, stock dividend, merger, consolidation, reclassification or similar event or any other event that would have constituted Acquiror Securities Filings if filed prior customarily give rise to an adjustment to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofconversion price of a convertible security.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SECSEC since March 25, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 12021, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the respective date of its filing (or if amended or superseded by Acquiror with a filing made prior to the SEC since January 1date of this Agreement or the Closing Date, 1994 and all registration statements filed by Acquiror with as of the SEC since January 1, 1995 (date of the reports and statements set forth in clauses (ilast such amendment or superseding filing prior to the date of this Agreement), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and then as of the date of such amendment, supplement or superseding filing), the Acquiror has received no notice SEC Filings did not contain, when filed, any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. Acquiror Parent has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Parent SEC Reports”). The Acquiror Securities Filings 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 to form 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, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports. As of their respective dates of filing, or as of the Commission thereunderdate of any amendment if applicable, and Acquiror has received no notice the Parent SEC Reports did not contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Parent SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Cascadia has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to applicable Securities Laws since January 1its initial public offering (collectively, 1994 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 “Cascadia SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC pursuant to applicable Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 1995 but excluding the Registration Statement / Proxy Statement, the “Additional Cascadia SEC Reports”). Each of the Cascadia 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 Cascadia SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects, with the applicable requirements of the applicable Securities Laws (including, as applicable, the reports ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and statements any rules and regulations promulgated thereunder) applicable to the Cascadia SEC Reports or the Additional Cascadia SEC Reports (for purposes of the Additional Cascadia SEC Reports, assuming that the representation and warranty set forth in clauses (i), (ii) Section 3.23 is true and (iii), above, are referred correct in all respects with respect to collectively as all information supplied by or on behalf of the "ACQUIROR SECURITIES FILINGS"Group Companies expressly for inclusion or incorporation by reference therein). The Acquiror Securities Filings complied As of their respective dates of filing, the Cascadia SEC Reports did not, and the Additional Cascadia SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as to form applicable, not misleading (for purposes of the Additional Cascadia SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all material respects with the requirements respect to all information supplied by or on behalf of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SECGroup Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Cascadia SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Priveterra has made available to the Company timely filed or furnished all statements, forms, reports and the Shareholders' Representative correct and complete copies documents, including its audited balance sheet as of (i) its Annual Reports on Form 10-K for the years ended December 31, 19942021 and unaudited balance sheet as of September 30, 1995 and 19962021, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than filed or furnished by it prior to the Acquiror Securities Filings, Acquiror has not been required to file any report or other document date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Priveterra SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they 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 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, 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 Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 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 their respective dates of filing, the Priveterra SEC Reports did not (a) contain any untrue statement of a material fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which has they were made or will be made, as applicable, not been timely filed with the SECmisleading in any material respect. Any documents filed by Acquiror with There are no outstanding or unresolved comments in comment letters received from the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior with respect to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofPriveterra SEC Reports.

SEC Filings. Acquiror DYNS has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “DYNS SEC Reports”), and will file or furnish all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC since January 1pursuant to Federal Securities Laws (collectively, 1995 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 DYNS SEC Reports”). Each of the DYNS 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 in all material respects, and each of the Additional DYNS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the reports ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and statements any rules and regulations promulgated thereunder) applicable to the DYNS SEC Reports or the Additional DYNS SEC Reports; provided that, for purposes of the Additional DYNS SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in clauses (i), (ii) Section 3.23 being true and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form correct in all material respects with the requirements respect to all information supplied by or on behalf of the Exchange Act and Company expressly for inclusion or incorporation by reference therein. As of their respective dates of filing, the rules and regulations DYNS SEC Reports did not (a) contain any untrue statement of a material fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation with respect thereto from the SECas applicable, not misleading in any material respect. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the DYNS SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror The Company has made available not filed all required periodic filings with the Securities and Exchange Commission. Samyang Documents Permitted liens include the liens granted to Samyang Optics Co., Ltd. (now known as SY Corporation, Co., Ltd.) (“Samyang”) and its successors and assigns under that certain Securities Purchase Agreement, dated as of June 25, 2012, between the Company and Samyang and any documents delivered in connection therewith (as amended, restated or otherwise modified from time to time, collectively, the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed “Samyang Documents”). The indebtedness pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q Samyang Documents and Current Reports on Form 8-K, as amended) filed by Acquiror all transactions contemplated in connection with the SEC since January 1Samyang Documents are permitted hereunder. The Company is in default of certain of the Samyang Documents. From time to time, 1994 the Company has obligations in respect of trade accounts payable. The Company has certain obligations in respect of claims by one prior employee and all registration statements filed by Acquiror with the SEC since January 1certain prior advisors. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1995 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES (CONCURRED IN BY COUNSEL FOR THE COMPANY) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. FOR VALUE RECEIVED, Cortex Pharmaceuticals, Inc., a Delaware corporation (the reports “Company”), promises to pay to [__________] (the “Holder”) the aggregate principal amount of $[________] (the “Principal Amount”) plus accrued interest upon the terms and statements subject to the conditions set forth in clauses this Convertible Note (i), (ii) and (iii), above, are such Convertible Note referred to collectively herein as the "ACQUIROR SECURITIES FILINGS"“Note”). The Acquiror Securities Filings complied Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Convertible Note and Warrant Purchase Agreement, dated as to form in all material respects with of October [__], 2014, by and among the requirements of Company, the Exchange Act Holder, and the rules and regulations other investors party thereto (as amended or otherwise modified as of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior the “Purchase Agreement”). This Note is one of a series of the Company’s Convertible Notes, is being purchased by the Holder along with a Warrant, and the Holder is entitled to the date hereof, shall be provided to benefits of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofPurchase Agreement.

SEC Filings. Acquiror BOA has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “BOA SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional BOA SEC Reports”). The Acquiror Securities Filings Each of the BOA 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 BOA SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the BOA SEC Reports or the Additional BOA SEC Reports (for purposes of the Commission thereunderAdditional BOA SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.23 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECBOA SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the BOA SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror SPAC has made available timely filed (taking into account any additional time permitted under Rule 12b-25 under the Exchange Act or any successor provision thereof) or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Shareholders' Representative time of filing, the “SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC Reports or the Additional SPAC SEC Reports (for purposes of the Additional SPAC SEC Reports, assuming that the representation and warranty set forth in Section 5.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SPAC SEC Reports did not contain any Misrepresentation (for purposes of the Additional SPAC SEC Reports, assuming that the representation and complete copies warranty set forth in Section 5.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Reports. Notwithstanding the foregoing, no representation or warranty is made as to any statement or information that relates to (i) the topics referenced in the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued by SEC staff on April 12, 2021 and (ii) the classification of SPAC Common Shares as permanent or temporary equity (the “SEC Guidance”), and no correction, amendment or restatement of any of the SPAC SEC Reports due to the SEC Guidance shall be deemed to be a breach of any representation or warranty by SPAC. As a result of the SEC Guidance, SPAC was unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Delayed 10-Q Filing”) and filed the Delayed 10-Q Filing on July 2, 2021. In addition, as a result of the SEC Guidance, on each of June 24, 2021 and December 21, 2021, SPAC filed an amendment to its Annual Reports Report on Form 10-K for the years fiscal year ended December 31, 1994, 1995 and 1996, as filed with 2020 (the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form “Amended 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (iK Filings”), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror ARYA has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “ARYA SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional ARYA SEC Reports”). The Acquiror Securities Filings Each of the ARYA 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 ARYA SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the ARYA SEC Reports or the Additional ARYA SEC Reports (for purposes of the Commission thereunderAdditional ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the ARYA SEC Reports did not, and Acquiror has received no notice the Additional ARYA SEC Reports will not, contain any untrue statement of violation a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the ARYA SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K Except for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other quarterly reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q for the periods ended June 30, 2023 and Current Reports on Form 8-KSeptember 30, as amended) 2023, SPAC has timely filed or furnished, in all material respects, all statements, forms, reports and documents required to be filed or furnished by Acquiror it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “SPAC SEC Reports”), and will file or furnish all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC since January 1pursuant to Federal Securities Laws (collectively, 1995 and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the reports ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and statements any rules and regulations promulgated thereunder) applicable to the SPAC SEC Reports or the Additional SPAC SEC Reports; provided that, for purposes of the Additional SPAC SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in clauses (i), (ii) Section 3.23 being true and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form correct in all material respects with the requirements respect to all information supplied by or on behalf of the Exchange Act and Company expressly for inclusion or incorporation by reference therein. As of their respective dates of filing, the rules and regulations SPAC SEC Reports did not (a) contain any untrue statement of a material fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation with respect thereto from the SECas applicable, not misleading in any material respect. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SPAC SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company date of this Agreement with the SEC pursuant to the Securities Act or the Exchange Act since September 15, 2016 and made publicly available at least two (2) Business Days prior to the Shareholders' Representative correct date of this Agreement (collectively, and complete copies 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 (i) its Annual Reports on Form 10-K for filing, the years ended December 31“Acquiror SEC Reports”), 1994, 1995 and 1996and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement through the Closing with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed SEC pursuant to the Securities Act or the Exchange Act (including Quarterly Reports on Form 10-Q collectively, and Current Reports on Form 8-Ktogether with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statements and the Registration Statement, the “Additional Acquiror SEC Reports”). Each of the Acquiror SEC Reports, as amended) filed by of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional Acquiror with SEC Reports, as of their respective dates of filing, and as of the SEC since January 1date of any amendment or filing that superseded the initial filing, 1994 and all registration statements filed by Acquiror with the SEC since January 1will comply, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder applicable to the Acquiror SEC Reports or the Additional Acquiror SEC Reports. As of their respective dates of filing, the Acquiror SEC Reports did not, and the Additional Acquiror SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Reports. To the Knowledge of Acquiror, none of the Acquiror SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Acquiror SEC Reports are, and with respect to the Additional Acquiror SEC Reports will be, each true and correct in all material respects. Except as disclosed in the Acquiror SEC Reports, to the Knowledge of Acquiror, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror (a) SPAC has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to applicable Securities Laws since January 1its initial public offering (collectively, 1994 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 “SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC pursuant to applicable Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 1995 but excluding the Registration Statement / Proxy Statement, the “Additional SPAC SEC Reports”). (b) Each of the reports SPAC SEC Reports, as of their respective dates of filing, and statements as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects, with the applicable requirements of the applicable Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC Reports or the Additional SPAC SEC Reports (for purposes of the Additional SPAC SEC Reports, assuming that the representation and warranty set forth in clauses (i), (ii) Section 3.24 is true and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form correct in all material respects with the requirements respect to all information supplied by or on behalf of the Exchange Act Group Companies expressly for inclusion or incorporation by reference therein). (c) As of their respective dates of filing, the SPAC SEC Reports did not, and the rules and regulations Additional SPAC SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation as applicable, not misleading (other than with respect thereto from to all information supplied by or on behalf of the SECGroup Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SPAC SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror (a) Summit has made available to the Company timely filed or furnished all forms, statements, schedules, reports and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed other documents with the U.S. Securities and Exchange Commission (the “SEC, (ii”) its proxy statements relating required to all of the meetings of shareholders (whether annual be filed or special) of Acquiror furnished by it on or since January 1, 19942023. All such forms, as filed with the SECreports and other documents, including any audited or unaudited financial statements and (iii) all other reports filed pursuant to the Exchange Act any notes thereto or schedules included therein (including Quarterly Reports on Form 10-Q those that Summit may file following the Closing Date), are referred to herein as the “Required SEC Filings,” and Current Reports on Form 8-Ksuch Required SEC Filings, as amended) together with any voluntarily filed forms, reports or other documents filed by Acquiror with the SEC Summit via ▇▇▇▇▇ on or since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 12023 (excluding, 1995 (the reports and statements set forth in clauses (ieach case, information expressly deemed “furnished” rather than “filed”), (ii) and (iii), above, are referred to collectively herein as the "ACQUIROR SECURITIES FILINGS"). “SEC Filings.” The Acquiror Securities Required SEC Filings (i) were filed on a timely basis, and (ii) when filed or furnished, complied as to form in all material respects with the applicable requirements of the Exchange Act federal securities Laws and the rules and regulations of the Commission SEC thereunder. The SEC Filings did not, and Acquiror has received no notice at the time they were filed (except to the extent corrected or superseded by a subsequent SEC Filing), contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements therein not misleading, in the case of any SEC Filings that are registration statements, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any SEC Filings that are not registration statements. As of the date hereof Closing Date, there are no claimsoutstanding or unresolved comments received from the SEC staff with respect to the SEC Filings and Summit has not received any notification that any of the SEC Filings is the subject of ongoing SEC review or investigation. (b) As of their respective dates, actionsthe financial statements included in the SEC Filings (i) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, proceedings or investigations pending (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the best knowledge SEC), and (iii) fairly present (subject in the case of Acquirorunaudited statements to normal, threatened against Acquiror or recurring and year end audit adjustments) in all material respects the consolidated financial position of Summit as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated therein. (c) Neither Summit nor any of its SubsidiariesSubsidiaries has any obligations or liabilities of any nature, whether or any properties not accrued, contingent, absolute or rights of Acquiror or any of its Subsidiariesotherwise, before any court, administrative, governmental or regulatory authority or body which is or will that would be required to be described set forth or reserved for on a consolidated balance sheet of Summit prepared in any Acquiror Securities Filing that is not so described. Since January 1accordance with GAAP, 1994except for liabilities (i) as and to the extent specifically disclosed, other than reflected or reserved against in Summits consolidated balance sheet (or the Acquiror Securities Filingsnotes thereto) as of the Balance Sheet Date, Acquiror has not been required to file any report or other document with included in the SEC pursuant to the requirements of the Exchange Act which has not been timely Filings filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed or furnished prior to the date hereofClosing Date, shall (ii) incurred in the ordinary course of business since the Balance Sheet Date, (iii) incurred in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby or (iv) that would not reasonably be provided expected to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofhave a Summit Material Adverse Effect.

SEC Filings. Acquiror ▇▇▇▇▇▇▇ has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror 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 January 1the time of filing, 1994 the “Carmell SEC Reports”), and will file or furnish all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Carmell SEC Reports”). The Acquiror Securities Filings Each of the Carmell 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 Carmell SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Carmell SEC Reports or the Additional Carmell SEC Reports (for purposes of the Commission thereunderAdditional Carmell SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECCompany expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the date hereof there are no claimsCarmell SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, actions, proceedings or investigations pending or, to in light of the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body circumstances under which is they were made or will be required to be described in any Acquiror Securities Filing that is made, as applicable, not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements misleading (for purposes of the Exchange Act which has not been timely filed Additional Carmell SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the SEC. Any documents filed Company expressly for inclusion or incorporation by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofreference therein).

SEC Filings. Acquiror SeqLL has made available timely filed or furnished all reports required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed SEC pursuant to the Exchange Act Securities Laws since its initial public offering (including Quarterly Reports on Form 10-Q collectively, and Current Reports on Form 8-Ktogether with any exhibits and schedules thereto and other information incorporated therein, and as amended) they have been supplemented, modified or amended since the time of filing, the “SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC pursuant to the Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 1994 but excluding the Proxy Statement and all registration statements filed by Acquiror with the Registration Statement, the “Additional SEC Reports”). Each of the SEC since January 1Reports, 1995 (as of their respective dates of filing, and as of the reports date of any amendment or filing that superseded the initial filing, complied and statements set forth in clauses (i)each of the Additional SEC Reports, (ii) as of their respective dates of filing, and (iii)as of the date of any amendment or filing that superseded the initial filing, abovewill comply, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the SEC Reports or the Additional SEC Reports. As of their respective dates of filing, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation with respect thereto from the SECas applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Financial Statements: ▇▇▇▇▇▇▇▇-▇▇▇▇▇. (a) Parent has made available timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto required to be filed by it with the SEC subsequent to the Company and date of this Agreement through the Shareholders' Representative correct and complete copies of Closing Date (i) its Annual Reports on Form 10-K for collectively, the years ended December 31“Additional Parent SEC Reports”), 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q or the Securities Act. Parent has heretofore furnished to the Company true and Current Reports on Form 8-K, as amended) correct copies of all amendments and modifications that have not been filed by Acquiror Parent with the SEC since January 1to all agreements, 1994 documents and all registration statements other instruments that previously had been filed by Acquiror Parent with the SEC since January 1and are currently in effect. As of their respective dates, 1995 (the reports and statements set forth in clauses (i)) the Parent SEC Reports were, (ii) and (iii)the Additional Parent SEC Reports will be, above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Parent SEC Report or Additional Parent SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the Commission thereunderfinancial statements (including, in each case, any notes thereto) contained or incorporated by reference in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Parent SEC Reports, none of Parent or any Parent Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Section 6.7(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Acquiror Parent has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified, been made aware of, or received no notice any written complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the system of violation with respect thereto from internal accounting controls utilized by Parent or Parent Subsidiary, (ii) any fraud, whether or not material, that involves Parent’s management or other employees of Parent or any Parent Subsidiary who have a role in the SEC. preparation of financial statements or the internal accounting controls utilized by Parent or any Parent Subsidiary or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof hereof, there are no claims, actions, proceedings or investigations pending or, outstanding comments from the SEC with respect to the best Parent SEC Reports. To the knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since Parent and since January 1, 19942022, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely Parent SEC Reports filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed on or prior to the date hereof has been or is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall be provided apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofSEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings. Acquiror has made available to In connection with the Company and transactions contemplated hereby, the Shareholders' Representative correct and complete copies of Seller hereby agrees: (a) To prepare (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and a Current Reports Report on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 K (the reports and statements set forth “Form 8-K”) voluntarily disclosing the transactions contemplated hereby as a non-Exchange Act reporting company, which disclosure shall be in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects accordance with the requirements of set forth by the Exchange Act and the rules and regulations thereunder, (ii) a Schedule 13D (the “Schedule 13D”) within 10 days of the Commission Closing Date disclosing the Purchaser’s acquisition of more than 5% of FLHI’s outstanding equity securities in accordance with the requirements set forth by the Exchange Act and the rules and regulations thereunder, and Acquiror has received no notice (iii) an Initial Statement of violation with respect thereto from Beneficial Ownership of Securities on Form 3 (the SEC. As “Form 3”) within 10 days of the date hereof there are no claimsClosing Date disclosing the Purchaser’s acquisition of the Shares in accordance with the requirements set forth by the Exchange Act and the rules and regulations thereunder. The costs and expenses of the preparation and filing of the Form 8-K, actionsSchedule 13D, proceedings or investigations pending orand Form 3 shall be borne solely by the Seller. The Seller shall provide the draft Form 8-K, Schedule 13D, and Form 3 to the best knowledge of Acquiror, threatened against Acquiror or any of its SubsidiariesPurchaser at least two (2) Business Days prior to the Closing. The Purchaser shall file, or shall cause FLHI to timely file, as the case may be, (x) the voluntary Form 8-K within 4 (4) Business Days of the Closing Date and (y) the Schedule 13D and Form 3 within ten (10) days of the Closing Date, all in accordance with the requirements set forth by the Exchange Act and the rules and regulations thereunder. (b) To prepare and, as soon as practicable, file an Offering Statement on Form 1-A (the “Form 1-A”) registering a certain number of shares of FLHI’s Common Stock as determined by FLHI and the Purchaser. The Purchaser shall be responsible for third-party accounting fees associated with the preparation of any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be financial statements required to be described in any Acquiror Securities Filing that is not so described. Since January filed with the Form 1, 1994-A, other than the Acquiror Securities FilingsAnnual Financial Statements prepared and delivered hereunder, Acquiror has not been required to file any report or other document and the costs associated with the SEC pursuant issuance of a legal opinion opining on the validity of the issuance of the shares of Common Stock subject to the requirements Form 1-A. The Seller shall bear the costs and expenses associated with the preparation and filing of the Exchange Act which Form 1-A. In addition, the Seller shall assist FLHI in responding to SEC comment letters until the Form 1-A has not been timely filed with qualified by the SEC. Any documents filed by Acquiror with The Seller shall approve and authorize any filing of the Form 1-A and response letters to the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, and shall be provided entitled to revise and modify the Company; Form 1-A and each such documentresponse letters prepared by the Seller in its sole discretion. Seller agrees to prepare, as soon as practicable after closing, a corporate action with FINRA to change the name and symbol of the Company from Fast Lane Holdings, Inc. with a ticker symbol of FLHI to bluBUZZARD, Inc. with a ticker symbol of BZRD if available. The Purchaser shall constitute Acquiror Securities Filings for purposes hereofbear the costs and expenses to any third party necessary to complete the corporate change.

SEC Filings. Acquiror Mountain has made available timely filed in all respects or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 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 “Mountain SEC Reports”), in each case, except as would not reasonably be expected to be material to Mountain, and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Mountain SEC Reports”). The Acquiror Securities Filings Each of the Mountain SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Mountain SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, comply in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Mountain SEC Reports or the Additional Mountain SEC Reports. As of their respective dates of filing, the Mountain SEC Reports did not, and the Additional Mountain SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation with respect thereto from the SECas applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of AcquirorMountain SEC Reports. To Mountain’s knowledge, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the Mountain SEC after Reports is subject to ongoing SEC review or investigation as of the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror Armada has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed Original Date with the SECSEC pursuant to U.S. Federal Securities Laws since its initial public offering (collectively, (ii) its proxy statements relating to including all of the meetings 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 shareholders (whether annual or special) of Acquiror since January 1filing, 1994the “Armada SEC Reports”), and, as of the Closing, will have filed with the SEC, and (iii) or furnished all other statements, forms, reports and other documents required to be filed pursuant or furnished by it subsequent to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror Original Date 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 January 1the time of filing, 1994 and all registration statements filed by Acquiror with but excluding the Registration Statement / Proxy Statement, the “Additional Armada SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Reports”). The Acquiror Securities Filings Each of the Armada 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 Armada SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Armada SEC Reports or the Additional Armada SEC Reports. As of their respective dates of filing, the Armada SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional Armada SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof Original Date, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Armada SEC Reports. To the knowledge of AcquirorArmada, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with Armada SEC Reports or the SEC. Any documents filed by Acquiror with the Additional Armada SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior Reports is subject to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofongoing SEC review or investigation.

SEC Filings. Acquiror Tailwind has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “Tailwind SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Tailwind SEC Reports”). The Acquiror Securities Filings Each of the Tailwind 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 Tailwind SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Tailwind SEC Reports or the Additional Tailwind SEC Reports (for purposes of the Commission thereunderAdditional Tailwind SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECTailwind SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Tailwind SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SECSEC since March 18, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 12021, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed by they have been amended since the time of their filing through the date hereof, the “Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (iFilings”), except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. Each of the Acquiror SEC Filings, as of the respective date of its filing (ii) and (iiior if amended or superseded by a filing made prior to the date of this Agreement or the Closing Date, as of the date of the last such amendment or superseding filing prior to the date of this Agreement), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings, except as would not, or would not reasonably be expected to, materially and adversely impact the business of Acquiror and its Subsidiaries, taken as a whole. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and then as of the date of such amendment, supplement or superseding filing), the Acquiror has received no notice SEC Filings did not contain, when filed, any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. Acquiror has made available to (a) Since the Applicable Date, the Company has timely filed or furnished all forms, reports, registration statements and other documents required to be filed or furnished by it with the Shareholders' Representative correct SEC. Each of the forms, reports, registration statements and complete copies of other documents filed or furnished by the Company with the SEC since the Applicable Date (such forms, reports, registration statements, and other documents, whether or not available through ▇▇▇▇▇, are collectively referred to herein as the “Company SEC Reports”) (i) as of the date of the filing of such report, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder, and the rules and regulations of any applicable national securities exchange, and (ii) 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) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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 the Company from the SEC or its staff, and, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review. No Subsidiary of the Company 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. (b) The Company Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE American, and the Company has taken no action designed to, or which to the Knowledge of the Company is reasonably likely to have the effect of, terminating the registration of the Company Common Stock under the Exchange Act or delisting the Company Common Stock from the NYSE American, and nor has the Company received any notification that the SEC is contemplating terminating such registration or that the NYSE American is contemplating such delisting. Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, the Company is, and since the Applicable Date, has been, in compliance with the applicable NYSE American rules, including its listing requirements for the continued trading of the Company Common Stock on the NYSE American. (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Company has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information related to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of the Company, to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. (e) The Company has implemented and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. The Company’s management, with the participation of the Company’s principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such internal controls were effective using the framework specified in the Company’s Annual Reports Report on Form 10-K for the years year ended December 31, 19942020. (f) Since the Applicable Date, 1995 there have not been any changes in the Company’s internal controls over financial reporting that are reasonably likely to materially affect the Company’s and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports Subsidiaries’ internal controls over financial reporting. Based on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any its most recent evaluation of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed internal controls prior to the date hereof, shall be provided the Company has disclosed to its auditors and its audit committee (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (g) Since the Applicable Date, no personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Except as set forth on Section 3.4(h) of the Company Disclosure Schedule, since the Applicable Date, to the Company; and each such document’s Knowledge, shall constitute Acquiror Securities Filings for purposes hereofthere has not been any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings. Acquiror Except as set forth on Schedule 6.5 of the Disclosure Schedules, the Company has made available timely filed or furnished all reports required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SEC, (ii) its proxy statements relating SEC pursuant to all of the meetings of shareholders (whether annual or special) of Acquiror Securities Laws since January 1, 19942022 (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 “Company SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC, and (iii) all other reports filed SEC pursuant to the Exchange Act Securities Laws (including Quarterly Reports on Form 10-Q collectively, and Current Reports on Form 8-Ktogether with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement and the Registration Statement, the “Additional Company SEC Reports”). Each of the Company SEC Reports, as amended) filed by Acquiror with 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 Company SEC since January 1Reports, 1994 as of their respective dates of filing, and all registration statements filed by Acquiror with as of the SEC since January 1date of any amendment or filing that superseded the initial filing, 1995 (the reports and statements set forth in clauses (i)will comply, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Company SEC Reports or the Additional Company SEC Reports. As of their respective dates of filing, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, and Acquiror has received no notice of violation with respect thereto from the SECas applicable, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Company SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror (a) The Company has made available filed with the SEC, on a timely basis, all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC pursuant to the Company and Exchange Act since the Shareholders' Representative correct and complete copies Lookback Date, with the exception of the following: (i) its Annual Reports the Company’s annual reports on Form 10-K for the years ended December 31, 19942017, 1995 December 31, 2018 and 1996December 31, as filed with the SEC2019, and (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other Company’s quarterly reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q for all quarters since the quarter ended September 30, 2017. As of their respective SEC filing dates, the Filed SEC Documents complied, and Current Reports on Form 8-Kthe Draft SEC Documents will when filed comply, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunderSecurities Act, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with or the SEC. Any documents filed by Acquiror with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such Filed SEC after Documents or Draft SEC Documents, and none of the date hereofFiled SEC Documents or Draft SEC Documents as of such respective dates (or, that would have constituted Acquiror Securities Filings if filed amended prior to the date hereof, shall be provided the date of the filing of such amendment, with respect to the Company; disclosures that are amended) contained or will when filed contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except with respect to the transactions contemplated by this Agreement, no event giving rise to an obligation to file (or furnish) a report under Form 8-K with the SEC has occurred as to which the time period for making such filing has not yet expired and each as to which the applicable Form 8-K has not been publicly filed or furnished (unless such documentevent has otherwise been disclosed to the Investor in writing prior to the date hereof). (b) The consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in the Filed SEC Documents complied (and, shall constitute Acquiror in the case of the Draft SEC Documents will, when filed, comply) as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, have been (or, in the case of the Draft SEC Documents, will have been) prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC), applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S‑X) and fairly presented (or will when filed fairly present) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown in accordance with GAAP (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and the absence of footnote disclosures). Except as disclosed in the Filed SEC Documents or to be disclosed in the Draft SEC Documents, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Filings for purposes Act. (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities (i) reflected or reserved against in the unaudited balance sheet (or the notes thereto) of the Company and its Subsidiaries as of March 31, 2020 (the “Balance Sheet Date”) included in the Draft 10-Q, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the Transaction, (iv) that have been discharged or paid prior to the date of this Agreement or (v) as would not have a Material Adverse Effect.

SEC Filings. Acquiror Except as set forth on ‎Section 4.8 of the 7GC Schedules, 7GC has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “7GC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional 7GC SEC Reports”). The Acquiror Securities Filings complied Each of the 7GC 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, 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, in all material respects with the applicable requirements of the Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the 7GC SEC Reports or the Additional 7GC SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the 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 not at the time they were filed with the SEC, or if amended, as of the date of 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 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. Each director and executive officer of 7GC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claimshereof, actionsneither 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”, proceedings or investigations pending orin each case, to within the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements meaning of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofInvestment Company Act.

SEC Filings. Acquiror ACAH has made available timely filed (subject to extensions to filing deadlines, as applicable) or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “ACAH SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional ACAH SEC Reports”). The Acquiror Securities Filings Each of the ACAH 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 ACAH SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the ACAH SEC Reports or the Additional ACAH SEC Reports (for purposes of the Commission thereunderAdditional ACAH SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.24 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECCompany expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the ACAH SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for the purposes of the Additional ACAH SEC Reports, assuming that the representation and warranty set forth in Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the ACAH SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror (a) CHFW has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “CHFW SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional CHFW SEC Reports”). The Acquiror Securities Filings Each of the CHFW 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 with, and each of the Additional CHFW SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the CHFW SEC Reports or the Additional CHFW SEC Reports (for purposes of the Commission thereunderAdditional CHFW SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECCHFW SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that CHFW SEC Reports. (b) CHFW is not so described. Since January 1, 1994, other than an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company,” in each case within the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements meaning of the Exchange Act which has not been timely filed with the SECInvestment Company Act. Any documents filed by Acquiror with the SEC after As of the date hereof, that would have constituted Acquiror Securities Filings if filed prior to CHFW constitutes an “emerging growth company” within the date hereof, shall be provided to meaning of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofJOBS Act.

SEC Filings. Acquiror PTAC has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “PTAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional PTAC SEC Reports”). The Acquiror Securities Filings complied Each of the PTAC 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, and each of the Additional PTAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations of promulgated thereunder) applicable to the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from PTAC SEC Reports or the SECAdditional PTAC SEC Reports. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge PTAC SEC Reports. The PTAC SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any PTAC SEC Report has been superseded by a later timely filed PTAC SEC Report) contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements made therein, 1994, other than in the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofmisleading.

SEC Filings. Acquiror Priveterra has made available to the Company timely filed or furnished all statements, forms, reports and the Shareholders' Representative correct and complete copies documents, including its audited balance sheet as of (i) its Annual Reports on Form 10-K for the years ended December 31, 19942021 and unaudited balance sheet as of September 30, 1995 and 19962021, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than filed or furnished by it prior to the Acquiror Securities Filings, Acquiror has not been required to file any report or other document date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Priveterra SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they 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 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, 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 Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ 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 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 their respective dates of filing, the Priveterra SEC Reports did not (a) contain any untrue statement of a material fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which has they were made or will be made, as applicable, not been timely filed with the SECmisleading in any material respect. Any documents filed by Acquiror with There are no outstanding or unresolved comments in comment letters received from the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior with respect to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofPriveterra SEC Reports.

SEC Filings. Acquiror Except as set forth in Section 4.7 of the JAWS Disclosure Schedules, JAWS has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “JAWS SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional JAWS SEC Reports”). The Acquiror Securities Filings Each of the JAWS 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 JAWS SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the JAWS SEC Reports or the Additional JAWS SEC Reports (for purposes of the Commission thereunderAdditional JAWS SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECCompany expressly for inclusion or incorporation by reference therein). As of their respective dates of filing (or, if amended, as of the date of such amendment), the JAWS SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional JAWS SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the JAWS SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available (a) As promptly as reasonably practicable following the Effective Time, Parent shall prepare and file with the SEC a current report on Form 8-K describing the structure and results of the Merger (the “Merger 8-K”) and all other documents to be filed by Parent with the Company SEC in connection with the Merger and other transactions contemplated hereby (together with the Shareholders' Representative correct Merger 8-K, the “SEC Filings”) as required by the Securities Act or the Exchange Act. (b) ▇▇▇▇▇ and complete copies Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the SEC Filings and any amendment or supplement thereto will, at the date of thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) ▇▇▇▇▇, Parent and Merger Sub shall cooperate with each other (i) its Annual Reports on Form 10-K for in the years ended December 31, 1994, 1995 preparation of the SEC Filings and 1996, as filed with the SEC, (ii) its proxy statements relating to all respond in a satisfactory manner to any comments by the SEC regarding the SEC Filings. Each of Parent, Merger Sub and ▇▇▇▇▇ and their respective counsel shall be given a reasonable opportunity to review and comment upon the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed SEC Filings prior to the filing thereof with the SEC, and shall provide any comments thereon as soon as reasonably practicable. Each party shall promptly notify the other party and its counsel of (iiix) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the SEC since January 1, 1994 Merger for offering or sale in any jurisdiction and all registration statements filed by Acquiror with (y) of the receipt of any oral or written comments from the staff of the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS")on any SEC Filing. The Acquiror Securities Filings complied as to form in all material respects with the requirements If at any time any party shall become aware of the Exchange Act and the rules and regulations occurrence of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings any event or investigations pending or, other circumstance relating to the best knowledge of Acquiror, threatened against Acquiror it or any of its SubsidiariesSubsidiaries as to which an amendment or supplement to any SEC Filing shall be required, or any properties or rights of Acquiror or any of such party shall promptly notify the other party and Parent shall use its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required reasonable best efforts to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to promptly prepare and file any report or other document with the SEC pursuant such amendment or supplement. Parent and ▇▇▇▇▇ shall also use their reasonable best efforts to the satisfy all necessary state securities Law or “blue sky” notice requirements of the Exchange Act which has not been timely filed in connection with the SEC. Any documents filed by Acquiror with Merger and to consummate the SEC after the date hereofother transactions contemplated hereby, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof▇▇▇▇▇ will pay all expenses incident thereto.

SEC Filings. Acquiror ACT has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “ACT SEC Reports”), and, as of the Closing, will have timely filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement/Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional ACT SEC Reports”). The Acquiror Securities Filings Each of the ACT 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 ACT SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the ACT SEC Reports or the Additional ACT SEC Reports. As of their respective dates of filing, the ACT SEC Reports did not, and the Additional ACT SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional ACT SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best ACT SEC Reports. To the knowledge of AcquirorACT, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the ACT SEC after Reports are subject to ongoing SEC review or investigation as of the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror Other than as set forth on Section 4.6 of the Prospector Disclosure Schedules, Prospector has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SECSEC pursuant to Federal Securities Laws since its initial public offering (collectively, (ii) its proxy statements relating to including all of the meetings statements, forms, reports and documents filed or furnished by it in connection with and subsequent to its initial public offering, 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 shareholders (whether annual or special) of Acquiror since January 1filing, 1994the “Prospector SEC Reports”), and, as of the Closing, will have filed with the SEC, and (iii) or furnished all other statements, forms, reports and other documents required to be filed pursuant or furnished by it subsequent to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror 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 January 1the time of filing, 1994 and all registration statements filed by Acquiror with but excluding the Registration Statement / Proxy Statement, the “Additional Prospector SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Reports”). The Acquiror Securities Filings complied Each of the Prospector 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, and each of the Additional Prospector SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Prospector SEC Reports or the Additional Prospector SEC Reports (for purposes of the Commission thereunderAdditional Prospector SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.21(bb) is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECProspector SEC Reports did not contain any Misrepresentation (for purposes of the Additional Prospector SEC Reports, assuming that the representation and warranty set forth in Section 3.21(bb) is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Prospector SEC Reports. To the knowledge of AcquirorProspector, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with Prospector SEC Reports or the SEC. Any documents filed by Acquiror with the Additional Prospector SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior Reports is subject to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofongoing SEC review or investigation.

SEC Filings. (a) Except as otherwise disclosed on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SECSEC since December 15, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 12021, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the respective date of its filing (or if amended or superseded by Acquiror with a filing prior to the SEC since January 1date of this Agreement or the Effective Time, 1994 and all registration statements filed by Acquiror with then on the SEC since January 1, 1995 (the reports and statements set forth in clauses (idate of such filing), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and then on the date of such filing), the Acquiror has received no notice SEC Filings did not contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (b) On the effective date of the Proxy Statement / Registration Statement, shall and when first filed in accordance with Rule 424(b) under the Securities Act and/or filed pursuant to Section 14(a) of the Exchange Act, the Proxy Statement / Registration Statement (or any amendment or supplement thereto) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Proxy Statement / Registration Statement, the information supplied in writing by Acquiror or Merger Sub for inclusion in the Proxy Statement / Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be provided stated therein or necessary in order to make the statements therein, in light of the circumstances under which they 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 is first mailed to the Company; Acquiror Stockholders, and each such documentat the time of the Acquiror Stockholders’ Meeting, shall constitute the information supplied in writing by Acquiror Securities Filings or Merger Sub for purposes hereofinclusion in the Proxy Statement / Registration Statement (together with any amendments or supplements thereto), will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Acquiror nor Merger Sub makes any representation or warranty or covenant with respect to: (a) statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by the Company or its Subsidiaries for inclusion therein or (b) any projections or forecast or forward looking statements included in the Proxy Statement / Registration Statement.

SEC Filings. Acquiror AJAX has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SECSEC pursuant to U.S. Federal Securities Laws since its initial public offering (collectively, (ii) its proxy statements relating to including all of the meetings 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 shareholders (whether annual or special) of Acquiror since January 1filing, 1994the “AJAX SEC Reports”), and, as of the Closing, will have filed with the SEC, and (iii) or furnished all other statements, forms, reports and other documents required to be filed pursuant or furnished by it subsequent to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror 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 January 1the time of filing, 1994 and all registration statements filed by Acquiror with but excluding the Registration Statement / Proxy Statement, the “Additional AJAX SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Reports”). The Acquiror Securities Filings 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 to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the AJAX SEC Reports or the Additional AJAX SEC Reports. As of their respective dates of filing, the AJAX SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional AJAX SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from the SECto all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best AJAX SEC Reports. To the knowledge of AcquirorAJAX, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with AJAX SEC Reports or the SEC. Any documents filed by Acquiror with the Additional AJAX SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior Reports is subject to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofongoing SEC review or investigation.

SEC Filings. Acquiror SPAC has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act since October 19, 2020 (including Quarterly Reports on Form 10-Q collectively, and Current Reports on Form 8-Ktogether 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 “SPAC SEC Filings”), and, as amended) of the Closing Date, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of their filing, 1994 but excluding the Registration Statement and all registration statements filed by Acquiror with the Proxy Statement/Prospectus, the “Additional SPAC SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Filings”). The Acquiror Securities Filings complied Each of the SPAC SEC Filings, as to form 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, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the SPAC SEC Filings or the Additional SPAC SEC Filings. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and Acquiror has received no notice then on the date of violation with respect thereto from such filing), the SECSPAC SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge SPAC SEC Filings. To the Knowledge of AcquirorSPAC, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely SPAC SEC Filings filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed on or prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. Acquiror STPK has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “STPK SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional STPK SEC Reports”). STPK has heretofore furnished to the Company true and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31all amendments and modifications, 1994if any, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) that have not been filed by Acquiror STPK with the SEC since January 1to all agreements, 1994 documents and all registration statements other instruments that previously had been filed by Acquiror STPK with the SEC since January 1and are currently in effect. Each of the STPK SEC Reports, 1995 (as of their respective dates of filing, and as of the reports date of any amendment or filing that superseded the initial filing, complied, and statements set forth in clauses (i)each of the Additional STPK SEC Reports, (ii) as of their respective dates of filing, and (iii)as of the date of any amendment or filing that superseded the initial filing, abovewill comply, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations of promulgated thereunder) applicable to the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from STPK SEC Reports or the SECAdditional STPK SEC Reports. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge 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), and the Additional STPK SEC Reports will not, at the time they are filed, contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements made therein, 1994, other than in the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofmisleading.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all Parent Financial Statements. -------------------------------------------- 1. Each of the meetings Parent and each of shareholders (whether annual or special) of Acquiror since January 1its Subsidiaries has filed all forms, 1994, as filed with the SEC, reports and (iii) all other reports filed pursuant documents required to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) be filed by Acquiror it with the SEC since January 1, 1994 1996. All such required forms, reports and documents (including those that the Parent or its Subsidiaries may file after the date hereof until the Closing) are referred to herein as the "Parent SEC Reports." As of their respective dates, the Parent SEC Reports (i) were or will be prepared in compliance in all registration statements filed by Acquiror material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC since January 1thereunder applicable to such Parent SEC Reports, 1995 (the reports and statements set forth in clauses (i), (ii) did not and will not at the time they were or are filed (iiior if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "Parent Financials"), aboveincluding any Parent SEC Reports filed after the date hereof until the Closing, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings (i) complied or will comply as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation SEC with respect thereto, (ii) was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto from or, in the SEC. As case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or will fairly present, in all material respects, the consolidated financial position of the date hereof there Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are no claimssubject to normal and recurring year-end adjustments which were not, actionsor are not expected to be, proceedings or investigations pending ormaterial in amount. The balance sheet of the Parent contained in the Parent SEC Reports as of March 31, 1999 is hereinafter referred to as the best knowledge of Acquiror"Parent Balance Sheet." Except as disclosed in the Parent Disclosure Schedule and except for obligations under this Agreement, threatened against Acquiror or neither the Parent nor any of its SubsidiariesSubsidiaries has any liabilities (absolute, accrued, contingent or any properties or rights otherwise) of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be a nature required to be described disclosed on a balance sheet or in any Acquiror Securities Filing the related notes to the consolidated financial statements prepared in accordance with GAAP that is not so described. Since January 1are, 1994individually or in the aggregate, other than material to the Acquiror Securities Filingsbusiness, Acquiror has not been required to file any report results of operations or other document financial condition of the Parent and its Subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet or the related notes , (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices, or (iii) incurred in connection with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereoftransactions contemplated hereby.

SEC Filings. Acquiror (a) Since June 30, 2014, the Company has made available timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, proxy statements, schedules, statements and other documents (including exhibits) required to be filed or furnished (as applicable) by it under the Securities Act or the Exchange Act, as the case may be, prior to the date hereof, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company and with the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31SEC since June 30, 1994, 1995 and 19962014, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Reports”). Neither the Company nor any of its Subsidiaries is required to file or furnish to the SEC any registration statement, form, report, statement, certification or other document, in each case, required to be filed or furnished by it on or prior to the date hereof with the SEC with respect to the Indebtedness of the Company or any of its Subsidiaries. None of the Company’s Subsidiaries is currently or has, since becoming a Subsidiary of the Company, been required to file any forms, reports or other documents with the SEC, . (iib) its proxy statements relating to all As of their respective effective dates (in the case of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports Company SEC Reports that are registration statements filed pursuant to the Exchange requirements of the Securities Act and as of their respective SEC filing dates (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kin the case of all other Company SEC Reports), or in each case, if amended or superseded prior to the date hereof, as amended) filed by Acquiror with of the date of the last such amendment or superseding filing made prior to the date hereof, the Company SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings Reports complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the Commission SEC thereunder, each as in effect on the date so filed, and Acquiror has received no notice did not contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary in order to make the SEC. statements therein, in light of the circumstances under which they were made, not misleading. (c) As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending orunresolved comments in comment letters or other correspondence received from the SEC or its staff and, to the best knowledge of Acquirorthe Company, threatened against Acquiror or any none of its Subsidiariesthe Company SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company between June 30, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing 2014 and the date hereof that is not so described. Since January 1, 1994, other than set forth in the Acquiror Securities Filings, Acquiror Company SEC Reports or in correspondence files available on ▇▇▇▇▇ or that has not otherwise been required disclosed to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed Parent prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding, shall be provided or has arranged any outstanding, “extension of credit” or renewed an “extension of credit” to or for directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each of the principal executive officer and principal financial officer of the Company (or each former principal executive Table of Contents officer and principal financial officer of the Company; , as applicable) have made all certifications required by Rules 13a-14 and each 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such document, shall constitute Acquiror Securities Filings for purposes hereofcertifications are complete and correct in all material respects.

SEC Filings. Acquiror STPC has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “STPC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional STPC SEC Reports”). STPC has heretofore furnished to the Company true and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31all amendments and modifications, 1994if any, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) that have not been filed by Acquiror STPC with the SEC since January 1to all agreements, 1994 documents and all registration statements other instruments that previously had been filed by Acquiror STPC with the SEC since January 1and are currently in effect. Each of the STPC SEC Reports, 1995 (as of their respective dates of filing, and as of the reports date of any amendment or filing that superseded the initial filing, complied, and statements set forth in clauses (i)each of the Additional STPC SEC Reports, (ii) as of their respective dates of filing, and (iii)as of the date of any amendment or filing that superseded the initial filing, abovewill comply, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations of promulgated thereunder) applicable to the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from STPC SEC Reports or the SECAdditional STPC SEC Reports. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge STPC SEC Reports. The STPC SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any STPC SEC Report has been superseded by a later timely filed STPC SEC Report), and the Additional STPC SEC Reports will not, at the time they are filed, contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described 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. Notwithstanding anything to the contrary in this Agreement, no representation or warranty is made as to the accounting treatment of the issued and outstanding STPC Warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the accounting treatment of such STPC Warrants, in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the STPC SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror Parent has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Parent SEC Reports”). The Acquiror Securities Filings Each of the Parent SEC Reports, as of their respective dates of filing or furnishing, 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 to form of their respective dates of filing or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filing or furnishing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports (for purposes of the Commission thereunderAdditional Parent SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.23 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing or furnishing, the SECParent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in any comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Parent SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror IIAC has made available timely filed or furnished all statements, forms, certifications, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1November 23, 1994 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 filing, the “IIAC SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional IIAC SEC Reports”). The Acquiror Securities Filings Each of the IIAC SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional IIAC SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the IIAC SEC Reports or the Additional IIAC SEC Reports (for purposes of the Commission thereunderAdditional IIAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of their respective dates of filing, the IIAC SEC Reports did not, and Acquiror has received no notice the Additional IIAC SEC Reports will not, contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional IIAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of AcquirorIIAC SEC Reports. To IIAC’s knowledge, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the IIAC SEC after Reports is subject to ongoing SEC review or investigation as of the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror Except as set forth in Section 4.13 of the SPAC Disclosure Schedules, SPAC has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996filed or furnished, as applicable, on a timely basis, all statements, prospectuses, registration statements, forms, certifications, schedules, exhibits, reports and documents required to be filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed furnished by Acquiror it with the SEC (collectively, as they have been amended or supplemented since January 1the time of their filing through the date of this Agreement, 1994 and all registration statements filed by Acquiror with the “SPAC SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Filings”). The Acquiror Securities Filings Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment or supplement thereto, complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to the SPAC 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 or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not, and any SPAC SEC Filings filed with or furnished to the SEC subsequent to the date of this Agreement 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 made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. Except as set forth in Section 4.13 of the SPAC Disclosure Schedules, to the knowledge of SPAC, each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofS▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. Acquiror HYAC has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation and made publicly available no later than one day prior to the date of this Agreement (collectively, 1994 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 “HYAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional HYAC SEC Reports”). The Acquiror Securities Filings complied Each of the HYAC 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 Table of Contents filing, complied, and each of the Additional HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, for the avoidance of doubt, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the HYAC SEC Reports or the Additional HYAC SEC Reports. As of their respective dates of filing, the HYAC SEC Reports did not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. Assuming that any information furnished to HYAC by or on behalf of the Sellers in respect of the Group Companies or Holding Companies prior to the Closing expressly for use in the Additional HYAC SEC Reports does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading, as of their respective dates of filing, the Additional HYAC SEC Reports will meet the same standard. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the HYAC SEC Reports. To the knowledge of HYAC, none of the HYAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the HYAC SEC Reports are, and with respect to the Additional HYAC SEC Reports will be, each true and correct in all material respects. Except as disclosed in the HYAC SEC Reports, to the knowledge of HYAC, each director and executive officer of HYAC has filed with the SEC on a timely basis all statements required with respect to HYAC by Section 16(a) of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror (a) Parent has timely filed and furnished with the SEC all forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents required to be filed by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed or furnished on a voluntary basis on Form 8-K by Parent with the SEC since such date are herein collectively referred to as the "SEC Filings." Copies of all SEC Filings are publicly available on E▇▇▇▇. To the extent that any SEC Filing available on E▇▇▇▇ contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such SEC Filing that it has so filed or furnished with the SEC. Each of the SEC Filings, at the time filed, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Shareholders' Representative correct dates of the relevant meetings, respectively), complied as to form in all material respects with applicable requirements of federal securities laws. None of the SEC Filings, including any financial statements, schedules or exhibits included or incorporated by reference therein, at the time filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. All Parent Material Contracts have been included in the SEC Filings, except for those contracts not required to be filed pursuant to the rules and complete copies regulations of the SEC. None of Parent's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (ib) its Annual Reports Each of the consolidated financial statements (including, in each case, all related notes and schedules) of Parent included or incorporated by reference in (a) Parent's annual report on Form 10-K filed December 22, 2020, for the years fiscal year ended December 31September 30, 1994, 1995 and 1996, as filed with 2020 (including the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SECnotes thereto), and (iiib) all other reports filed pursuant to the Exchange Act (including Quarterly Reports Parent's quarterly report on Form 10-Q and Current Reports on Form 8-Kfor the period ended March 31, as amended) filed by Acquiror with 2021 (collectively, the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses "Parent Financial Statements"): (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation SEC with respect thereto from as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the SEC. As periods involved; and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the date hereof there are no claimsrespective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, actionsin the case of unaudited statements, proceedings or investigations pending orto normal year-end audit adjustments, to the best absence of notes and to any other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Parent (including any employee thereof) has not received written notice from Parent's independent auditors that Parent's independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent's management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. Since October 1, 2020, Parent has not received or otherwise had or obtained knowledge of Acquirorany material complaint, threatened against Acquiror allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any material complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (d) The audited balance sheet of its SubsidiariesParent dated as of September 30, or any properties or rights of Acquiror or any of its Subsidiaries2020, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described contained in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof is hereinafter referred to as the "Parent Balance Sheet." Neither Parent nor any of its Subsidiaries has any Liabilities that are required by GAAP to be included on a consolidated balance sheet of Parent other than Liabilities that: (i) are reflected or reserved against in the Parent Balance Sheet (including in the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of business, including any Parent COVID Actions; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (f) As of the date hereof, shall be provided there are no outstanding or unresolved SEC comments from the SEC with respect to the Company; SEC Filings. To Parent's Knowledge, none of the SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (g) Since October 1, 2019, each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Filings, and the statements contained in such documentcertifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall constitute Acquiror Securities Filings for purposes hereofhave the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. (a) Except as set forth on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, schedules, reports and other documents required to be filed by it with 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 Filings”). Each of the 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 or the First Closing Date, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder applicable to the 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 or the First Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (b) Except to the extent available on the SEC’s website through EDGAR, Acquiror has delivered to the Company and copies in the Shareholders' Representative correct and complete copies form filed with the SEC of all of the following: (i) its Annual Reports Acquiror’s annual reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed each fiscal year of Acquiror beginning with the SECfirst 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 proxy statements relating to all quarterly financial results in each of the meetings of shareholders (whether annual or special) fiscal years of Acquiror since January 1referred to in clause (i) above, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act forms, reports, registration statements, prospectuses and other documents (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amendedother than preliminary materials) filed by Acquiror with the SEC since January 1the 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, 1994 and all registration statements filed (B) 18 U.S.C. §1350 (Section 906 of Sarbanes-Oxley Act) with respect to any report referred to in clause (i) above. (c) As of the date of this Agreement, (i) the Acquiror Units issued by Acquiror with in the SEC since January 1, 1995 (the reports and statements set forth in clauses (i)IPO are listed on Nasdaq, (ii) and (iii), above, are referred Acquiror has not received any written deficiency notice from Nasdaq relating to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the continued listing requirements of the Exchange Act and the rules and regulations of the Commission thereundersuch Acquiror Units, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof (ii) there are no claims, actions, proceedings or investigations Actions pending or, to the best knowledge of Acquiror, threatened against Acquiror by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or any terminate the quoting of its Subsidiaries, or any properties or rights of such Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described Units on Nasdaq and (iv) such Acquiror Units are in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document compliance with the SEC pursuant to the requirements all of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofapplicable corporate governance rules of Nasdaq.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SECSEC since March 18, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 12021, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed by they have been amended since the time of their filing through the date hereof, the “Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (iFilings”), except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. Each of the Acquiror SEC Filings, as of the respective date of its filing (ii) and (iiior if amended or superseded by a filing made prior to the date of this Agreement or the Closing Date, as of the date of the last such amendment or superseding filing prior to the date of this Agreement), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and then as of the date of such amendment, supplement or superseding filing), the Acquiror has received no notice SEC Filings did not contain, when filed, any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. Acquiror has made available Except as disclosed in writing to the Company Vendor, Legend has filed all required forms, reports, statements, schedules, registration statements and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating other documents required to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) be filed by Acquiror it with the SEC since January 1, 1994 2009 and all registration statements filed by Acquiror with has, prior to the SEC since January 1date hereof, 1995 delivered or made available to the Vendor through the SEC’s ▇▇▇▇▇ System (i) its annual report on Form 10-K for its fiscal year ended December 31, 2010 (the reports and statements set forth in clauses (i“Legend 10-K”), (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2011 and June 30, 2011, (iii) any proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Legend for all meetings held or actions taken since December 31, 2008 and (iii)iv) all of its other forms, abovereports, are statements, schedules, registration statements and other documents filed with the SEC since December 31, 2008 (the documents referred to in this Section 6.10(a) collectively as with any other forms, reports, statements, schedules, registration statements or other documents filed with the "ACQUIROR SECURITIES FILINGS"SEC subsequent to the date hereof and prior to the Closing Date, the “Legend SEC Documents”). The Acquiror Securities Filings complied . (i) As of its filing date, each Legend SEC Document complied, and each such Legend SEC Document filed subsequent to the date hereof and prior to the Closing Date will comply, as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act, as the case may be. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Legend SEC Document did not, and each such Legend SEC Document filed subsequent to the date hereof and prior to the Closing Date on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Legend with respect to statements made or incorporated by reference in any Legend SEC Document filed subsequent to the date hereof and prior to the Closing Date based on information supplied by the Vendor specifically for inclusion or incorporation therein. (iii) To the knowledge of Legend, each director and executive officer of Legend has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations of the Commission thereunderthereunder since January 1, and Acquiror has received no notice of violation with respect thereto from the SEC. As 2009 except as indicated in its SEC filings. (iv) Legend is, as of the date hereof there are no claimsof this Agreement, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document compliance in all material respects with the SEC pursuant to the all applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act. (v) As used in this Section 6.10(a), the term “file” shall be broadly construed to include any manner in which has not been timely filed with a document or information is furnished to the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Acquiror SPAC has made available timely filed or furnished all required registration statements, forms, reports, schedules and other documents required to be filed or furnished by it prior to the Company date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Shareholders' Representative correct time of filing through the date of this Agreement, the “SPAC SEC Reports”), and, as of the Closing, shall have filed or furnished all other statements, forms, reports and complete copies other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). All SPAC SEC Reports, Additional SPAC SEC Reports, any correspondence from or to the SEC or the Current Stock Exchange (other than such correspondence in connection with the initial public offering of SPAC) and all certifications and statements required by (i) its Annual Reports on Form 10-K for Rule 13a-14 or 15d-14 under the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, Exchange Act or (ii) its proxy statements relating to all 18 U.S.C. § 1350 (Section 906) of the meetings ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any of shareholders (whether annual the foregoing are, or special) of Acquiror since January 1, 1994will be, as filed with applicable, available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (▇▇▇▇▇) in full without redaction. The SPAC SEC Reports were, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Additional SPAC SEC Reports on Form 10-Q and Current Reports on Form 8-Kwill be, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth prepared in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the Commission thereunder. The SPAC SEC Reports did not, and Acquiror has received no notice the Additional SPAC SEC Reports will not, as of violation with respect thereto from the SEC. As their respective dates of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document filing with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed (or if amended or superseded by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed a filing prior to the date hereofof this Agreement or the Closing Date, shall then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be provided stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or will be made, not misleading (for purposes of the Additional SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Company Group expressly for inclusion or incorporation by reference therein). There no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofSPAC SEC Reports.

SEC Filings. Acquiror Except as set forth on the Dragoneer Disclosure Schedules, Dragoneer has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its initial public offering (collectively, 1994 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 “Dragoneer SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror it 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional Dragoneer SEC Reports”). The Acquiror Securities Filings Each of the Dragoneer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Dragoneer SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the Dragoneer SEC Reports or the Additional Dragoneer SEC Reports (for purposes of the Commission thereunderAdditional Dragoneer SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.23 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECDragoneer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional Dragoneer SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the Dragoneer SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror CHP has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws since January 1its IPO (collectively, 1994 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 “CHP SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional CHP SEC Reports”). The Acquiror Securities Filings Each of the CHP 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 CHP SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the CHP SEC Reports or the Additional CHP SEC Reports (for purposes of the Commission thereunderAdditional CHP SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.22 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECCHP SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the CHP SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror PTIC II has made available to the Company and the Shareholders' Representative correct and complete copies timely filed (except as disclosed in a Notification of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as Late Filing filed by PTIC II with the SEC) or furnished all statements, (ii) its proxy statements relating prospectuses, registration statements, forms, reports and documents required to all of the meetings of shareholders (whether annual be filed or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant furnished by it prior to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror date of this Agreement with the SEC pursuant to Federal Securities Laws since January 1its incorporation (collectively, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing through the date hereof, including all exhibits and schedules and documents incorporated by reference therein, the “PTIC II SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements statements, forms, reports and other documents required to be filed or furnished by Acquiror 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 January 1the time of filing through the Closing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional PTIC II SEC Reports”). The Acquiror Securities Filings complied Each of the PTIC II SEC Reports, as of their respective dates of filing, or if amended or superseded by a filing prior to form the date of this Agreement as of the date of any such amendment or filing that superseded the initial filing, complied, and each of the Additional PTIC II SEC Reports, as of their respective dates of filing, or if amended or superseded by a filing prior to the date of Closing as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations of promulgated thereunder) applicable to the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from PTIC II SEC Reports or the SECAdditional PTIC II SEC Reports. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge PTIC II SEC Reports. The PTIC II SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any PTIC II SEC Report has been superseded by a later timely filed PTIC II SEC Report) contain any untrue statement of Acquiror, threatened against Acquiror a material fact or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be omit to state a material fact required to be described stated therein or necessary in any Acquiror Securities Filing that is not so described. Since January 1order to make the statements made therein, 1994, other than in the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements light of the Exchange Act circumstances under which has they were made, not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereofmisleading; provided, however, that would have constituted Acquiror Securities Filings if filed prior PTIC II makes no representation with respect to any forward-looking statements contained in the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofPTIC II SEC Reports.

SEC Filings. Acquiror DSAQ has made available timely filed or furnished all required registration statements, forms, reports, schedules and other documents required to be filed or furnished by it prior to the Company date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the Shareholders' Representative correct time of filing through the date of this Agreement, the “DSAQ SEC Reports”), and, as of the Closing, shall have filed or furnished all other statements, forms, reports and complete copies other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional DSAQ SEC Reports”). All DSAQ SEC Reports, Additional DSAQ SEC Reports, any correspondence from or to the SEC or the Current Stock Exchange (other than such correspondence in connection with the initial public offering of DSAQ) and all certifications and statements required by (i) its Annual Reports on Form 10-K for Rule 13a-14 or 15d-14 under the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, Exchange Act or (ii) its proxy statements relating to all 18 U.S.C. § 1350 (Section 906) of the meetings ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any of shareholders (whether annual the foregoing are, or special) of Acquiror since January 1, 1994will be, as filed with applicable, available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (▇▇▇▇▇) in full without redaction. The DSAQ SEC Reports were, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Additional DSAQ SEC Reports on Form 10-Q and Current Reports on Form 8-Kwill be, as amended) filed by Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth prepared in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder. The DSAQ SEC Reports did not, and the Additional DSAQ SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Commission thereundercircumstances under which they were or will be made, not misleading (for purposes of the Additional DSAQ SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.24 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECBlade Group expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the DSAQ SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K Except for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports Report on Form 10-Q and Current Reports on Form 8-Kfor the quarter ended March 31, as amended) 2023, Redwoods has filed by Acquiror with the SEC since January 1or furnished all statements, 1994 and all registration statements filed by Acquiror with the SEC since January 1forms, 1995 (the reports and statements set forth in clauses (i)documents, (ii) including its audited balance sheet as of December 31, 2022 and (iii)unaudited balance sheet as of March 31, above2023, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than filed or furnished by it prior to the Acquiror Securities Filings, Acquiror has not been required to file any report or other document date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Redwoods SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they 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 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, 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 Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the Redwoods SEC Reports or the Additional Redwoods SEC Reports; provided that, for purposes of the 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 their respective dates of filing, the Redwoods SEC Reports did not (a) contain any untrue statement of a material fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which has they were made or will be made, as applicable, not been timely filed with the SECmisleading in any material respect. Any documents filed by Acquiror with There are no outstanding or unresolved comments in comment letters received from the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior with respect to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofRedwoods SEC Reports.

SEC Filings. Acquiror (a) BCSA has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to applicable Securities Laws since January 1its initial public offering (collectively, 1994 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 “BCSA SEC Reports”), and, as of the Closing, will have filed or furnished all registration statements other statements, forms, reports and other documents required to be filed or furnished by Acquiror it subsequent to the date of this Agreement with the SEC pursuant to applicable Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 1995 but excluding the Registration Statement / Proxy Statement, the “Additional BCSA SEC Reports”). (b) Each of the reports BCSA SEC Reports, as of their respective dates of filing, and statements as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional BCSA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects, with the applicable requirements of the applicable Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the BCSA SEC Reports or the Additional BCSA SEC Reports (for purposes of the Additional BCSA SEC Reports, assuming that the representation and warranty set forth in clauses (i), (ii) Section 3.24 is true and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form correct in all material respects with the requirements respect to all information supplied by or on behalf of the Exchange Act Group Companies expressly for inclusion or incorporation by reference therein). (c) As of their respective dates of filing, the BCSA SEC Reports did not, and the rules and regulations Additional BCSA SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission thereundercircumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional BCSA SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.24 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECGroup Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the BCSA SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofReports.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SEC, (ii) its proxy statements relating to all of SEC since the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed Inception Date pursuant to the Exchange Act or the Securities Act or other applicable securities Laws other than the Registration Statement, Prospectus and the Proxy Statement (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed by they have been amended since the time of their filing through the date of this Agreement, the “Acquiror with the SEC since January 1, 1994 and all registration statements filed by Acquiror with the SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Filings”). The Each of the Acquiror Securities Filings SEC Filings, as of the date of its filing, and as of the date of any amendment thereof, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any other securities Laws applicable to the rules and regulations Acquiror SEC Filings. None of the Commission thereunderAcquiror SEC Filings, and Acquiror has received no notice as of violation with respect thereto from the SECdate of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereofof this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. Notwithstanding the foregoing, this representation and warranty shall not apply to any statement or information in the Acquiror SEC Filings that relates to (i) the topics referenced in the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021, (ii) the classification of shares of Acquiror Common Stock as permanent or temporary equity, or (iii) any subsequent guidance, statements or interpretations issued by the SEC or the staff of the SEC to the extent applicable to the foregoing clause (i) or (ii) (collectively, the “SEC Guidance”), and no correction, amendment or restatement of any of the Acquiror SEC Filings due to the SEC Guidance shall be provided deemed to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofbe a breach of any representation or warranty by Acquiror.

SEC Filings. Acquiror has made available timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to the Company and the Shareholders' Representative correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as be filed by it with the SECSEC since March 18, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 12021, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act or the Securities Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-Kcollectively, as amended) filed they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the respective date of its filing (or if amended or superseded by Acquiror with a filing prior to the SEC since January 1date of this Agreement or the Closing Date, 1994 and all registration statements filed by Acquiror with then on the SEC since January 1, 1995 (the reports and statements set forth in clauses (idate of such amendment or superseding filing), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings, except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. As of the Commission thereunderrespective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, and then on the date of such amendment or superseding filing), the Acquiror has received no notice SEC Filings did not contain any untrue statement of violation with respect thereto from a material fact or omit to state a material fact required to be stated therein or necessary to make the SECstatements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof hereof, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best Table of Contents Acquiror SEC Filings. To the knowledge of Acquiror, threatened against Acquiror or any none of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report SEC Filings filed on or other document with the SEC pursuant to the requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided hereof is subject to ongoing SEC review or investigation as of the Company; and each such document, shall constitute Acquiror Securities Filings for purposes date hereof.

SEC Filings. (a) Except as set forth on Section 5.5(a) of the Acquiror Disclosure Letter, Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, schedules, reports and other documents required to be filed by it with 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 Filings”). Each of the 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 or the First Closing Date, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder applicable to the 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 or the First Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (b) Except to the extent available on the SEC’s website through ▇▇▇▇▇, Acquiror has delivered to the Company and copies in the Shareholders' Representative correct and complete copies form filed with the SEC of all of the following: (i) its Annual Reports Acquiror’s annual reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed each fiscal year of Acquiror beginning with the SECfirst 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 proxy statements relating to all quarterly financial results in each of the meetings of shareholders (whether annual or special) fiscal years of Acquiror since January 1referred to in clause (i) above, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act forms, reports, registration statements, prospectuses and other documents (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amendedother than preliminary materials) filed by Acquiror with the SEC since January 1the 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, 1994 and all registration statements filed (B) 18 U.S.C. §1350 (Section 906 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) with respect to any report referred to in clause (i) above. (c) As of the date of this Agreement, (i) the Acquiror Units issued by Acquiror with in the SEC since January 1, 1995 (the reports and statements set forth in clauses (i)IPO are listed on Nasdaq, (ii) and (iii), above, are referred Acquiror has not received any written deficiency notice from Nasdaq relating to collectively as the "ACQUIROR SECURITIES FILINGS"). The Acquiror Securities Filings complied as to form in all material respects with the continued listing requirements of the Exchange Act and the rules and regulations of the Commission thereundersuch Acquiror Units, and Acquiror has received no notice of violation with respect thereto from the SEC. As of the date hereof (ii) there are no claims, actions, proceedings or investigations Actions pending or, to the best knowledge of Acquiror, threatened against Acquiror by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or any terminate the quoting of its Subsidiaries, or any properties or rights of such Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described Units on Nasdaq and (iv) such Acquiror Units are in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document compliance with the SEC pursuant to the requirements all of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofapplicable corporate governance rules of Nasdaq.

SEC Filings. Acquiror FEAC has made available timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed this Agreement with the SECSEC pursuant to Federal Securities Laws since its IPO (collectively, (ii) its proxy statements relating to including all of the meetings 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 shareholders (whether annual or special) of Acquiror since January 1filing, 1994the “FEAC SEC Reports”), and, as of the Closing, will have filed with the SEC, and (iii) or furnished all other statements, forms, reports and other documents required to be filed pursuant or furnished by it subsequent to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror 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 January 1the time of filing, 1994 and all registration statements filed by Acquiror with but excluding the Registration Statement / Proxy Statement, the “Additional FEAC SEC since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"Reports”). The Acquiror Securities Filings Each of the FEAC 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 FEAC SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the FEAC SEC Reports or the Additional FEAC SEC Reports (for purposes of the Commission thereunderAdditional FEAC SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.23 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the SECFEAC SEC Reports did not contain any Misrepresentation (for purposes of the Additional FEAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date hereof of this Agreement, there are no claims, actions, proceedings outstanding or investigations pending or, unresolved comments in comment letters received from the SEC with respect to the best FEAC SEC Reports. To the knowledge of AcquirorFEAC, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements none of the Exchange Act which has not been timely filed with FEAC SEC Reports or the SEC. Any documents filed by Acquiror with the Additional FEAC SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior Reports is subject to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereofongoing SEC review or investigation.

SEC Filings. Acquiror has made available SLAM has, since its initial public offering (the “IPO”), filed or furnished all statements, forms, reports and other documents required to be filed or furnished by it prior to the Company and the Shareholders' Representative correct and complete copies date of (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror this Agreement with the SEC pursuant to Federal Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since January 1the time of filing, 1994 the “SLAM SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and all registration statements other documents required to be filed or furnished by Acquiror 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 January 1the time of filing, 1995 (but excluding the reports and statements set forth in clauses (i)Registration Statement / Proxy Statement, (ii) and (iii), above, are referred to collectively as the "ACQUIROR SECURITIES FILINGS"“Additional SLAM SEC Reports”). The Acquiror Securities Filings Each of the SLAM 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 SLAM SEC Reports, as to form of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Exchange Federal Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the any rules and regulations promulgated thereunder) applicable to the SLAM SEC Reports or the Additional SLAM SEC Reports (for purposes of the Commission thereunderAdditional SLAM SEC Reports, assuming that the representation and Acquiror has received no notice of violation warranty set forth in Section 3.28 is true and correct in all respects with respect thereto from to all information supplied by or on behalf of the SECCompany expressly for inclusion or incorporation by reference therein). As of their respective dates of filing (or, if amended, as of the date hereof there are no claimsof such amendment), actionsthe SLAM SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, proceedings or investigations pending or, to in light of the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body circumstances under which is they were made or will be required to be described in any Acquiror Securities Filing that is made, as applicable, not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC pursuant to the requirements misleading (for purposes of the Exchange Act which has not been timely filed with Additional SLAM SEC Reports, assuming that the SEC. Any documents filed by Acquiror with the SEC after the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; representation and each such document, shall constitute Acquiror Securities Filings for purposes hereof.warranty set forth in