Common use of SEC Filings Clause in Contracts

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January February 1, 2003. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied as to form in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports. The Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to Parent trueagreements, correct and complete copies of all correspondence, documents or other than transmittal correspondence, between the SEC, on the one hand, and instruments which previously had been filed by the Company and any of its Subsidiaries, on with the other, since January 1, 2003, including all SEC comment letters and responses pursuant to such comment letters by the Securities Act or on behalf of the CompanyExchange Act. To the Company’s Knowledge, as As of the date hereof, none there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 20032002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) in each case as they have been amended since the time of their filing and prior to the date hereof are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company, and, since January 1, 2002, the SEC has not advised the Company that any final responses are inadequate, insufficient, or otherwise non-responsive. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of The Company and, to the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer Knowledge of the Company, as applicableeach of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect and the related rules and regulations promulgated under or pursuant to such act and (ii) the Company SEC Reports. For purposes applicable listing and corporate governance rules and regulations of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Nasdaq Stock Market.

SEC Filings. The Except as set forth on Schedule 4.20, the Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032022 (the “Company SEC Documents”). All True, correct, and complete copies of all Company SEC Documents are publicly available in ▇▇▇▇▇. 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 the Parent the full text of all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of Company SEC Documents that it has so filed or furnished with the foregoing have been amended since the time SEC. As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as and the case may be, and, in each case, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder) and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, except to none of the extent revised: (A) in the case of Company SEC Reports filed on Documents is the subject of ongoing SEC review or prior outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing any of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC ReportDocuments. None of the Company’s Subsidiaries is required to file or furnish any forms, reports reports, or other documents with the SEC. The Company has Made Available to Parent complete SEC and correct copies of all amendments and modifications to neither the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and nor any of its SubsidiariesSubsidiaries is required to file or furnish any forms, on the otherreports, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company other documents with any securities regulation (or each former principal executive officer similar) regime of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇a non-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002United States Governmental Body.

SEC Filings. The Company Acquiror has timely filed or furnished all required registration statements, prospectuses, reports, schedulesregistration statements, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1May 20, 2003. All such required registration statements2015 and made publicly available at least two (2) Business Days prior to the date of this Agreement, prospectusespursuant to the Exchange Act or the Securities Act (collectively, reports, schedules, forms, statements and together with any exhibits and schedules thereto and other documentsinformation incorporated therein, and as each of the foregoing they have been supplemented, modified or amended since the time of their filing, (including those that the Company may file subsequent to “Acquiror SEC Reports”). Each of the Acquiror SEC Reports, as of the respective date of its filing, and as of the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective datesany amendment, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder applicable to such Company the Acquiror SEC Reports. As of the respective date of its filing, the Acquiror SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as As of the date hereof, none of there are no outstanding or unresolved comments in comment letters received from the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company Acquiror 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 of 2002.

SEC Filings. The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032007. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC ReportsDocuments.” As of their respective dates, the Company SEC Reports Documents (i) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Documents and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), and each such Company SEC Document filed subsequent to the date hereof 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, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Company has Made Available made available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed, to Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032007, including all SEC comment letters and written responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports is Documents are the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC ReportsDocuments and, at the time of filing or submission of such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. (a) The Company has timely filed with or furnished to the SEC, and made available to Parent, all required registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC Company or any of its Subsidiaries since January 12, 2003. All such required registration statements2010 (collectively, prospectuses, reports, schedules, forms, statements together with any exhibits and schedules thereto and other documentsinformation incorporated therein, the “Company SEC Documents”). (b) As of its filing date (and as each of the foregoing have been amended since the time date of their filingany amendment), (including those that the each Company may file SEC Document complied, and each Company SEC Document filed subsequent to the date hereof) are referred hereof will comply, as to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied form in all material respects with, with the applicable requirements of the Securities 1933 Act of 1933, as amended (and the “Securities Act”), or the Exchange 1934 Act, as the case may be. (c) As of its filing date (or, andif amended or superseded by a filing prior to the date hereof, in on the date of such filing), each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Document filed pursuant to the 1934 Act did not, and (ii) did not at each Company SEC Document filed subsequent to the time they were filed date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each 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 contain any untrue statement of a material fact required or omit to be stated therein or state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except . (e) There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the extent revised: (A) in the case of any Company SEC Reports filed on or prior Documents and, to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereofknowledge, none of the Company SEC Reports Documents is the subject of any ongoing SEC review review. To the Company’s knowledge, there are no SEC inquiries or outstanding SEC comment. Each of the principal executive officers of investigations pending or threatened, in each case involving the Company and the principal financial officer or any of its Subsidiaries. (f) Since January 2, 2010, the Company (or each former principal executive officer has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002NYSE.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed all required registration statementsforms, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed under the Exchange Act prior to the date hereof by it with the SEC since January 1, 2003. All such required registration statements2014 (the forms, prospectuses, reports, schedules, formsdocuments, statements and other documentsreports filed with the SEC since January 1, as each of the foregoing have been amended since the time of their filing2014, (including those that the Company may file subsequent to the date hereof) are referred to herein as any amendments thereto, the “Company Seller SEC Reports.” ”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the Company date of the last such amendment or superseding filing prior to the date hereof, the Seller SEC Reports (i) were prepared in accordance withcomplied, and complied each of the Seller SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects withrespects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and, in each case, and the applicable rules and regulations promulgated thereunder applicable to such Company thereunder. As of the time of filing with the SEC, none of the Seller SEC Reports and (ii) did not at so filed or that will be filed subsequent to the time they were filed contain date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) that the information in the case of Company such Seller SEC Reports Report has been amended or superseded by a later Seller SEC Report filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with under the Exchange Act or the Securities Act since December 29, 2008 (the “Company SEC since January 1Documents”). As of their respective filing dates (or, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documentsif amended or superseded by a subsequent filing, as each of the foregoing have been amended since date of the time of their filing, (including those that the Company may file subsequent last such amendment or superseding filing prior to the date hereof) are referred to herein as the “Company SEC Reports.” As ), each of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed contain (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Company has Made Available As of the date hereof, to Parent complete and correct copies the Knowledge of all amendments and modifications the Company, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports effected prior to Documents. To the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf Knowledge of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002investigation.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with under the Exchange Act and the Securities Act since December 31, 2009 (the “Company SEC since January 1Documents”). As of their respective filing dates (or, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documentsif amended or superseded by a subsequent filing, as each of the foregoing have been amended since date of the time of their filing, (including those that the Company may file subsequent last such amendment or superseding filing prior to the date hereof) are referred to herein as the “Company SEC Reports.” As ), each of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and Documents complied in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed contain (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Company has Made Available As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to Parent complete and correct copies any of all amendments and modifications to the Company SEC Reports effected prior to Documents. To the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf Knowledge of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002investigation.

SEC Filings. The (a) Since October 1, 2011, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andtogether with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC since October 1, 2011, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company Subsidiaries is currently or has, since becoming a Company Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date of this Agreement, as of the date of the last such amendment, the Company SEC Documents complied (or with respect to Company SEC Documents filed or furnished after the date of this Agreement, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated of the SEC thereunder applicable and did not (or with respect to such Company SEC Reports and (iiDocuments filed or furnished after the date of this Agreement, will not) did not at the time they were filed 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, except to the extent revised: . (Ac) in the case As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None Knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. (a) The Company has timely filed with or furnished to the SEC, and made available to Parent, all required registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC Company since January 1, 2003. All such required registration statements2015 (collectively, prospectuses, reports, schedules, forms, statements together with any exhibits and schedules thereto and other documentsinformation incorporated therein, the “Company SEC Documents”). (b) As of its filing date (and as each of the foregoing have been amended since the time date of their filingany amendment), (including those that the each Company may file SEC Document complied, and each Company SEC Document filed subsequent to the date hereof) are referred hereof will comply, as to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied form in all material respects with, with the applicable requirements of the Securities 1933 Act of 1933, as amended (and the “Securities Act”), or the Exchange 1934 Act, as the case may be. (c) As of its filing date (or, andif amended or superseded by a filing prior to the date hereof, in on the date of such filing), each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Document filed pursuant to the 1934 Act did not, and (ii) did not at each Company SEC Document filed subsequent to the time they were filed date hereof will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, except as amended or supplemented, if applicable, filed pursuant to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge1933 Act, as of the date hereofsuch registration statement or amendment became effective, none did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company SEC Reports has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the subject of ongoing SEC review or outstanding SEC comment. Each of the Company’s principal executive officers of the Company officer and the its principal financial officer of by others within those entities, particularly during the Company (or each former periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer of the Company and each former principal financial officer to material information required to be included in the Company’s periodic and current reports required under the 1934 Act. (f) The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, based on its most recent evaluation of internal controls prior to the date hereof, neither the Company nor its auditors has identified or been aware of (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting utilized by the Company. (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as applicable) has made all certifications required by defined in Rule 13a-14 or Rule 15d-14 3b-7 under the Exchange Act ▇▇▇▇ ▇▇▇) or Sections 302 and 906 director of the Company. The Company has not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, taken any action prohibited by Section 402 of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act. (h) Except as set forth in ‎Section 4.07(h) of 2002the Company Disclosure Schedule, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (i) Since January 1, 2015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) (the “Company SEC Documents”) required to be filed or furnished by it with the SEC since January December 1, 20032022 (the “Lookback Date”). All True, correct, and complete copies of all Company SEC Documents are publicly available on ▇▇▇▇▇. 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 required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of Company SEC Documents that it has so filed or furnished with the foregoing have been amended since the time SEC. As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, except to none of the extent revised: (A) in the case of Company SEC Reports filed on Documents is the subject of ongoing SEC review or prior outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing any of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC ReportDocuments. None of the Company’s Subsidiaries is required to file or furnish any forms, reports reports, or other documents with the SEC. The Company has Made Available to Parent complete SEC and correct copies of all amendments and modifications to neither the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and nor any of its SubsidiariesSubsidiaries is required to file or furnish any forms, on the otherreports, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company other documents with any securities regulation (or each former principal executive officer similar) regime of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇a non-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002United States Governmental Entity.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2003. The Company has made available to Zoi all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC's ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “"Company SEC Reports.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied as to form in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports. The Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent Zoi a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to Parent trueagreements, correct and complete copies of all correspondence, documents or other than transmittal correspondence, between the SEC, on the one hand, and instruments which previously had been filed by the Company and any of its Subsidiaries, on with the other, since January 1, 2003, including all SEC comment letters and responses pursuant to such comment letters by the Securities Act or on behalf of the CompanyExchange Act. To the Company’s Knowledge, as As of the date hereof, none there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed with the SEC, at or prior to the time due, all required registration statements, prospectusesforms, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) definitive proxy statements required to be filed by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of under applicable law for the foregoing have been amended since the time of their filing, twelve (including those that the Company may file subsequent to 12) months period preceding the date hereof) are referred to herein as hereof (together with all information incorporated therein by reference, the “Company SEC Reports.” ”). As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports. As of their respective dates, as of the Closing Date and as of the date any information from such Company SEC Reports and (ii) has been incorporated by reference, the Company SEC Reports did not at the time they were filed 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, except to . Since the extent revised: (A) in last day of the case of quarter end reported upon by Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of with the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required most recent Quarterly Report on Form 10-Q, with respect to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Purchaser, there has not been any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the CompanyPurchaser. To the Company’s Knowledge, as As of the date hereof, none there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect other than such comment letters previously provided to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Seller.

SEC Filings. The (a) Except as set forth in Section 3.7(a) of the Company Disclosure Schedule, since January 1, 2000, the Company has filed on a timely filed basis all required registration statements, prospectuses, reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1(collectively, 2003. All such required registration statementsincluding all exhibits thereto, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the ”). All such Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated thereunder applicable to such Company SEC Reports thereunder, and (ii) did not not, at the time they were filed filed, or, if amended or supplemented, as of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) that information contained in the case of any Company SEC Reports filed on or prior to the date of this Agreement that were amended Report has been revised or superseded on or prior to by a Company SEC Report filed as of a later date (but before the date of this Agreement, by the filing of the applicable amending or superseding ) that is publicly available. No Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries Subsidiary is required to file any formsform, reports report or other documents document with the SEC. The Company has Made Available Back to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since Contents (b) Since January 1, 20032000, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ▇) with respect to any Company SEC Report, and all such certifications were each true and correct when made. The Company has also delivered to Parent all comment letters received by the Company SEC Reports. For purposes from the Staff of the preceding sentenceSEC since January 1, “principal executive officer” 2002 and “principal financial officer” shall have the meanings given all responses to such terms comment letters by or behalf of the Company. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings. As of the date hereof, the Company is not conducting or required to conduct any investigation as a result of any such report that, to the Company’s Knowledge, is reasonably likely to have a material effect on the Company’s past or future reported results of operation or financial position. (c) The Company has been in compliance in all material respects with the requirements of The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, when applicable to it. (d) The Company is in compliance with the applicable listing rules of the Nasdaq National Market and has not received any notice from the Nasdaq National Market asserting any non-compliance with such rule which has not been resolved prior to the date of this Agreement.

SEC Filings. The Company (a) JAMDAT has timely filed all required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information items incorporated by reference) required to be filed by it JAMDAT with the SEC since January 1the effective date of the registration statement for JAMDAT’s initial public offering and all such forms, 2003statements, schedules, reports and documents in the form filed with the SEC are available on the SEC’s ▇▇▇▇▇ website. All such required registration forms, statements, prospectuses, reports, schedules, forms, statements reports and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “Company JAMDAT SEC Reports.” As of their respective dates, the Company JAMDAT SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company JAMDAT SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or corrected prior to the date of this Agreement that were amended or superseded on or prior by a subsequently filed JAMDAT SEC Report. JAMDAT has filed with the SEC as exhibits to the date JAMDAT SEC Reports all agreements, documents and instruments required to be so filed, and such exhibits are true and complete copies of this Agreementsuch agreements, by documents or instruments, as the filing case may be (subject to redaction to preserve confidential treatment where appropriate). None of JAMDAT’s Subsidiaries is required to file any reports with the SEC under the Exchange Act. Except as set forth in the JAMDAT SEC Reports, since December 31, 2004, there has not been any Material Adverse Change in JAMDAT. (b) Each of the applicable amending or superseding Company SEC Report; and consolidated financial statements (Bincluding, in each case, any related notes thereto) contained in the case of Company JAMDAT SEC Reports (the “JAMDAT Financials”), including each JAMDAT SEC Report filed after the date of this Agreement that are amended or superseded prior to until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the filing SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iii) fairly presented the consolidated financial position of JAMDAT and its Subsidiaries as at the respective dates thereof and the consolidated results of JAMDAT’s and its Subsidiaries’ operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments in accordance with GAAP. The audited balance sheet of JAMDAT as of December 31, 2004 (the “JAMDAT Balance Sheet Date”) contained in the JAMDAT SEC Reports is hereinafter referred to as the “JAMDAT Balance Sheet.” Except as disclosed in the JAMDAT Financials, since the JAMDAT Balance Sheet Date, neither JAMDAT nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) required under GAAP to be set forth on a balance sheet that are, individually or in the aggregate, material to the business, results of operations or financial condition of JAMDAT and its Subsidiaries taken as a whole, except for: (i) Liabilities incurred since the JAMDAT Balance Sheet Date in the Ordinary Course of Business and, individually or in the aggregate, do not result from any breach of contract, tort or violation of any Law, (ii) those specifically set forth or adequately provided for in the JAMDAT Balance Sheet, and (iii) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement. JAMDAT has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of JAMDAT and each of its Subsidiaries have been maintained, and are being maintained, in all material respects in accordance with applicable amending legal and accounting requirements, and the JAMDAT Financials are consistent with such books and records. (c) JAMDAT maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or superseding Company SEC Reportspecific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) JAMDAT has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under the 1934 Act), which (i) are designed to ensure that material information relating to JAMDAT, including its consolidated subsidiaries, is made known to JAMDAT’s principal executive officer and its principal financial officer by others within those entities; and (ii) are effective in all material respects to perform the functions for which they were established. None JAMDAT is not aware of the Company’s Subsidiaries is required to file any formsfraud, reports whether or not material, that involves management or other documents with the SECemployees who have a significant role in JAMDAT’s internal controls. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to Since the date of this Agreement the most recent evaluation of JAMDAT’s disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Upon the Closing, JAMDAT will be in compliance with all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect that are effective and applicable to the Company SEC Reports. For purposes of the preceding sentence, JAMDAT as an “principal executive officerissuer” and “principal financial officer” shall have the meanings given to such terms in as defined under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Since the date of its initial public offering, neither JAMDAT nor any of its Subsidiaries nor, to JAMDAT’s Knowledge, any director, officer, employee, auditor, accountant or representative of JAMDAT or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods or potentially fraudulent conduct of JAMDAT or any of its subsidiaries or their respective internal controls or any material inaccuracy in JAMDAT’s Financials. No attorney representing JAMDAT or any of its Subsidiaries, or any current or former employee of JAMDAT or any of its Subsidiaries, whether or not employed by JAMDAT or any of its Subsidiaries, has reported to the JAMDAT Board or any committee thereof or to any director or officer of JAMDAT evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct or similar violation by JAMDAT or any of its officers, directors, employees or agents. (e) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have a Material Adverse Effect on JAMDAT’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

SEC Filings. The (a) Since January 1, 2007, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andtogether with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company Subsidiaries is currently or has, since becoming a Company Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied (or with respect to Company SEC Documents filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated of the SEC thereunder applicable and did not (or with respect to such Company SEC Reports and (iiDocuments filed after the date hereof, will not) did not at the time they were filed 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, except to the extent revised: . (Ac) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as As of the date hereof, to the knowledge of the Company, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1October 31, 20032001. The Company has delivered or made available to the Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) ), as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended amended, and the applicable rules and regulations thereunder (collectively, the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or corrected prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, hereof by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports a subsequently filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Company Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to Notwithstanding the foregoing, the Company SEC Reports effected prior makes no representation or warranty with respect to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters information supplied by or on behalf of the Company. To Parent or the Company’s Knowledge, as Merger Sub that is contained in any of the date hereofforegoing documents, none or which either of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect them failed to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002supply.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1December 31, 20032001. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The , to agreements, documents or other instruments which previously had been filed by Company has Made Available with the SEC pursuant to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by Securities Act or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed all required registration statementsforms, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed under the Exchange Act prior to the date hereof by it with the SEC since January 1, 2003. All such required registration statements2014 (the forms, prospectuses, reports, schedules, formsdocuments, statements and other documentsreports filed with the SEC since January 1, as each of the foregoing have been amended since the time of their filing2014, (including those that the Company may file subsequent to the date hereof) are referred to herein as any amendments thereto, the “Company Seller SEC Reports.” ”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the Company date of the last such amendment or superseding filing prior to the date hereof, the Seller SEC Reports (i) were prepared in accordance withcomplied, and complied each of the Seller SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects withrespects, with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and, in each case, and the applicable rules and regulations promulgated thereunder applicable to such Company thereunder. As of the time of filing with the SEC, none of the Seller SEC Reports and (ii) did not at so filed or that will be filed subsequent to the time they were filed contain date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) that the information in the case of Company such Seller SEC Reports Report has been amended or superseded by a later Seller SEC Report filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Except for the Company’s (i) Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 15, 2020 within the time period prescribed by the Exchange Act Rule 12b-25, (ii) Form 8-K furnished to the SEC on May 12, 2020 (with respect to Items 2.02 and 7.01) and (iii) Form 8-K filed with the SEC on May 21, 2020 (with respect to Items 1.02 and 5.02(e)), the Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) SEC Documents required to be filed or furnished by it with the SEC since January 1, 20032020 (the “Company SEC Documents”). All such required registration statementsTrue, prospectusescorrect, reportsand complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, schedulesAnalysis, forms, statements and other documents, as each Retrieval database of the foregoing have been amended since the time SEC (“▇▇▇▇▇”). As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of proxy statements, on the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to . To the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC commentinvestigation. Each of There are no outstanding or unresolved comments received from the principal executive officers SEC with respect to any of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Documents.

SEC Filings. The Company (i) Parent has timely made available to Seller a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after October 15, 1999 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all required registration statements, prospectuses, reports, schedules, the forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Parent with the SEC since January 1, 2003such date. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company The Parent SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports be and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. The Company . (ii) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flow for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year end adjustments. (iii) Parent has Made Available previously furnished to Parent Seller a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to agreements, documents or other instruments which previously had been filed by Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between with the SEC, on SEC pursuant to the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by Securities Act or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act.

SEC Filings. The Company has timely filed all required (a) Each registration statementsstatement, prospectusesform, reports, schedules, forms, statements report and other documents (including exhibits and all other information incorporated by reference) document required to be filed by it the Company or such Subsidiary, as the case may be, with the SEC since January 1, 2003. All such required 2003 (other than registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of not yet declared effective) (the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof"SEC Filings") are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance withat the time filed, complied, and complied will comply when filed, as to form in all material respects with, with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”), or ") and the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports Filings, each as in effect on the date filed, and (ii) did not at the time they were filed and will not when filed (except to the extent that information contained in any SEC Filing has been superseded or revised by a subsequent SEC Filing filed prior to the date hereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in each such SEC Filing or necessary in order to make the statements thereinin each such SEC Filing, in the light of the circumstances under which they were made, not misleading, except . (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company is made known on a timely basis to the extent revised: (A) in individuals responsible for the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None preparation of the Company’s Subsidiaries is required to file any forms, reports or other documents 's filings with the SECSEC and other public disclosure documents. (c) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any complaint, allegation, assertion or claim in writing regarding its internal accounting controls or that the Company or any of its Subsidiaries has engaged in improper or questionable accounting or auditing practices. The Company has Made Available made available to Parent complete and correct copies a summary of all amendments and modifications any disclosure made by management to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct Company's auditors and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, audit committee since January October 1, 20032002 regarding any significant deficiencies, including all SEC comment letters and responses to such comment letters by material weaknesses or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002fraud.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1December 14, 20032007 (the “Company SEC Documents”). All The Company has made available to Parent all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those Company SEC Documents that the Company may file subsequent it has so filed or furnished prior to the date hereof) are referred to herein as the “Company SEC Reports.” . As of their respective datesfiling dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, including the rules and regulations promulgated thereunder, “SOX”) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Documents and (ii) did not not, at the time they were it was filed (or, if amended, at the time (and taking into account the content of such amendment), 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available made available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the otherother hand, occurring since January 1December 14, 20032007 and prior to the date hereof. As of the date hereof, including all SEC there are no outstanding or unresolved comments in comment letters and responses from the SEC staff with respect to such comment letters by or on behalf any of the Company SEC Documents. To the Knowledge of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC commentinvestigation. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer None of the Company’s Subsidiaries is required to file or furnish any forms, as applicable) has made all certifications required by Rule 13a-14 reports or Rule 15d-14 under other documents with the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SEC.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1December 31, 20032000. The Company has delivered or made available to the Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) ), as amended, are referred to herein as the “Company SEC Reports.” ”. As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or corrected prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, hereof by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports a subsequently filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to Notwithstanding the foregoing, the Company SEC Reports effected prior makes no representation or warranty with respect to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters information supplied by or on behalf of Parent, the CompanyMerger Sub, CACI International, Inc., CACI, INC. To the Company’s Knowledge, as — FEDERAL or Dagger Acquisition Corporation which is contained in any of the date hereofforegoing documents, none or which any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect such Persons failed to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002supply.

SEC Filings. (a) The Company has timely filed with or furnished to the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC Company since January 1, 2003. All such required registration statements2013 (collectively, prospectuses, reports, schedules, forms, statements together with any exhibits and schedules thereto and other documentsinformation incorporated therein, the “Company SEC Documents”). (b) As of its filing date (and as each of the foregoing have been amended since the time date of their filingany amendment), (including those that the each Company may file SEC Document complied, and each Company SEC Document filed subsequent to the date hereof) are referred hereof will comply, as to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied form in all material respects with, with the applicable requirements of the Securities 1933 Act of 1933, as amended (and the “Securities Act”), or the Exchange 1934 Act, as the case may be. (c) As of their respective filing dates (or, andif amended or superseded by a filing prior to the date hereof, in each caseon the date of such filing), except as may have been corrected by any subsequent filing prior to the date hereof, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Documents filed pursuant to the 1934 Act did not, and (ii) did not at the time they were Company SEC Documents filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: . (Ad) in the case of Company SEC Reports filed on or Except as may have been corrected by any subsequent filing prior to the date of this Agreement hereof, each Company SEC Document that were is a registration statement, as amended or superseded on or prior supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of this Agreementa material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the 1934 Act. Such disclosure controls and procedures are, in all material respects, designed with the objective of providing reasonable assurance that information required to be disclosed by the filing of the applicable amending or superseding Company SEC Report; is recorded and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior reported on a timely basis to the Closing, by individuals responsible for the filing of the applicable amending or superseding Company SEC Report. None preparation of the Company’s Subsidiaries is required to file any forms, reports or other documents filings with the SECSEC and other public disclosure documents. The Company has Made Available maintains internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the 1934 Act). Such internal control over financial reporting is, in all material respects, designed with the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (f) As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to Parent complete and correct copies any of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the CompanyDocuments. To the Company’s Knowledge, as of the date hereofknowledge, none of the Company SEC Reports is Documents are the subject of an ongoing SEC review or outstanding SEC comment. Each of investigation. (g) To the principal executive officers of the Company and the principal financial officer of the Company (Company’s knowledge, since January 1, 2012, no director or each former principal executive officer of the Company and each or any of its Subsidiaries has received from any former principal financial or current auditor (internal or external), accountant, consultant or representative of the Company or any of its Subsidiaries or any Governmental Authority written notice of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in material improper accounting practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws or any breach of fiduciary duty by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, to the Board of Directors of the Company or any committee thereof or to any current director or executive officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company Purchaser has timely filed all required registration statements, prospectusesforms, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it Purchaser with the SEC since January 1, 20032004. The Purchaser has made available to the Company and Gamida all such forms, reports, and documents in the form filed with the SEC since such date, but not the exhibits and schedules thereto or the documents incorporated therein, by virtue of having filed them on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. All such required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents, as each of the foregoing have been amended since the time of their filing, documents (including i▇▇▇▇▇ing those that the Company Purchaser may file subsequent to the date hereofhereof until the Closing) are referred to herein as the “Company "PURCHASER SEC Reports.” REPORTS;" provided, that any Purchaser SEC Report shall be deemed to include all amendments to such report through the Closing Date. As of their respective datesfiling dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), the Company Purchaser SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company Purchaser SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports corrected by subsequently filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2003(the “Company SEC Documents”). All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports Documents. 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 (ii) did not at proxy statements, on the time they were filed contain dates of effectiveness and the dates of the relevant meetings, respectively), none of the Company SEC Documents, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to . To the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None Knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of investigation and there are no outstanding or unresolved comments received from the principal executive officers SEC with respect to any of the Company SEC Documents. No Company Subsidiary is required to file or furnish any forms, reports, or other documents with the SEC and the principal financial officer of neither the Company nor any Company Subsidiaries are required to file or furnish any material forms, reports, or other documents with any securities regulation (or each former principal executive officer similar) regime of a non-United States Governmental Entity except for the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002ASX.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 20032002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared (other than preliminary proxy materials) in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of The Company and, to the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer Knowledge of the Company, as applicableeach of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 applicable provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect and the related rules and regulations promulgated under or pursuant to such act and (ii) the Company SEC Reports. For purposes applicable listing and corporate governance rules and regulations of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002New York Stock Exchange.

SEC Filings. The Company Buyer has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032014 (the "Buyer SEC Documents"). All Buyer has made available to Seller all such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those Buyer SEC Documents that the Company may file subsequent it has so filed or furnished prior to the date hereof) are referred to herein . To the knowledge of Buyer’s management and board of directors, as the “Company SEC Reports.” As of their respective datesfiling dates (or, if amended or superseded by a subsequent filing, as of the Company date of the last such amendment or superseding filing prior to the date hereof), each of the Buyer SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Act, and the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company Buyer SEC Reports Documents. To the knowledge of Buyer’s management and (ii) did not board of directors, none of the Buyer SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed contain (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Buyer 's Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The (a) Since January 1, 2009, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andtogether with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC since January 1, 2009, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company Subsidiaries is currently or has, since becoming a Company Subsidiary been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date of this Agreement, as of the date of the last such amendment, the Company SEC Documents complied (or with respect to Company SEC Documents filed after the date of this Agreement, will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated of the SEC thereunder applicable and did not (or with respect to such Company SEC Reports and (iiDocuments filed after the date of this Agreement, will not) did not at the time they were filed 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, except to the extent revised: . (Ac) in the case As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None Knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The To the knowledge of the Company, the Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January December 1, 20032004. All such required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents, as each of the foregoing have been amended since the time of their filingand all exhibits and schedules thereto and documents incorporated by reference therein, (including those that filed by the Company may file subsequent to after the date hereof) are referred to herein as the “Company SEC Reports.” As Except as set forth on Section 3.8(a) of the Company Disclosure Schedules, to the knowledge of the Company, as of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports thereunder, and (ii) did not at the time they were each such Company SEC Report was filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries of the Company is required to file any forms, reports or other documents with the SEC. The Company has Made Available heretofore furnished to Parent a true and complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to Parent trueforms, correct reports and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and documents which previously had been filed by the Company and any of its Subsidiaries, on with the other, since January 1, 2003, including all SEC comment letters and responses pursuant to such comment letters by the Securities Act or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act.

SEC Filings. The (a) Since August 1, 2014, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andprior to the Agreement Date, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC since August 1, 2014, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Company’s Subsidiaries is currently or has, since becoming a Subsidiary of the Company been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the Agreement Date, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated thereunder applicable to such Company of the SEC Reports thereunder, and (ii) did not at the time they were filed 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. (c) As of the Agreement Date, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of comment or other governmental inquiries or investigations regarding the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer accounting practices of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company SeqLL has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to the Securities Laws since January 1its initial public offering (collectively, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and together with any exhibits and schedules thereto and other documentsinformation incorporated therein, and as each of the foregoing they have been supplemented, modified or amended since the time of their filing, (including those that the Company may “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 hereof) are referred of this Agreement with the SEC pursuant to herein the Securities Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Company Additional SEC Reports.” ”). Each of the 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 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 Securities Laws (including, as applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the SEC Reports or the Additional SEC Reports. As of their respective datesdates of filing, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed 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 or will be made, as applicable, not misleading, except to the extent revised: (A) in the case . As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending there are no outstanding or superseding Company SEC Report; and (B) unresolved comments in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with comment letters received from the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company Except as otherwise provided in Section 2.4 of the Seller Disclosure Schedule, Seller has timely filed all required registration statementsforms, prospectuses, reports, schedules, formsdocuments, statements and other documents (including exhibits and all other information incorporated by reference) reports required to be filed under the Exchange Act prior to the date hereof by it with the SEC since January 1, 2003. All such required registration statements2014 (the forms, prospectuses, reports, schedules, formsdocuments, statements and other documentsreports filed with the SEC since January 1, as each of the foregoing have been amended since the time of their filing2014, (including those that the Company may file subsequent to the date hereof) are referred to herein as any amendments thereto, the “Company Seller SEC Reports.” ”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the Company date of the last such 14 amendment or superseding filing prior to the date hereof, the Seller SEC Reports (i) were prepared in accordance withcomplied, and complied each of the Seller SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects withrespects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and, in each case, and the applicable rules and regulations promulgated thereunder applicable to such Company thereunder. As of the time of filing with the SEC, none of the Seller SEC Reports and (ii) did not at so filed or that will be filed subsequent to the time they were filed contain date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) that the information in the case of Company such Seller SEC Reports Report has been amended or superseded by a later Seller SEC Report filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 20032000. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) ), as amended, are referred to herein as the “Company "COMPANY SEC Reports.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (together with the “Securities Act”rules and regulations thereunder, the "SECURITIES ACT"), or the Securities and Exchange ActAct of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or corrected prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, hereof by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports a subsequently filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Except as set forth on Section 3.04(a) of the Company Disclosure Letter, the Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032013 (the “Company SEC Documents”). All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, The Company has made available (including those via the SEC’s ▇▇▇▇▇ filing system) to Parent all such Company SEC Documents that the Company may file subsequent it has so filed or furnished prior to the date hereof) are referred to herein as the “Company SEC Reports.” . As of their respective datesfiling dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, Sarbanes Oxley Act and the respective rules and regulations promulgated thereunder applicable to such Company SEC Reports and Documents. As of the date filed with the SEC, none of the Company SEC Documents (ii) did not at or, if amended or superseded by a subsequent filing, as of the time they were filed contain date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case . As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by there are no outstanding or unresolved comments received from the filing SEC with respect to any of the applicable amending or superseding Company SEC Report; and (B) in Documents and, to the case Knowledge of the Company, none of the Company SEC Reports filed after Documents is the subject of ongoing SEC review or an outstanding SEC investigation. As of the date of this Agreement that are amended or superseded prior to the ClosingAgreement, by the filing of the applicable amending or superseding Company SEC Report. None none of the Company’s Subsidiaries is required to file or furnish as an issuer any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications SEC pursuant to the Company SEC Reports effected prior to the date reporting requirements of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by Section 13(a) or on behalf Section 15(d) of the CompanyExchange Act. To the Company’s Knowledge, as Table of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.Contents

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1February 15, 20032000. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied as to form in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports. The Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to Parent trueagreements, correct and complete copies of all correspondence, documents or other than transmittal correspondence, between the SEC, on the one hand, and instruments which previously had been filed by the Company and any of its Subsidiaries, on with the other, since January 1, 2003, including all SEC comment letters and responses pursuant to such comment letters by the Securities Act or on behalf of the CompanyExchange Act. To the Company’s Knowledge, as As of the date hereof, none there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it the Company with the SEC since January 1, 20031997 and has made available to eCom such forms, reports and documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “"Company SEC Reports.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed 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. Taken as a whole, the Company SEC Reports do 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, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on superseded, updated or corrected prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding a subsequently filed Company SEC Report; and (B) in provided that the case of Company SEC Reports filed after the date of this Agreement that are amended incorrect information or superseded prior to the Closingomission which has been superseded, by the filing of the applicable amending updated or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file corrected will not have any forms, reports or other documents Material Adverse Effect with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications respect to the Company SEC Reports effected prior to or the date of this Agreement that have not yet been Surviving Corporation. All material agreements filed by the Company with the SEC but which are required as exhibits to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of were executed by all parties thereto and, to the Company's Knowledge, such agreements as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under displayed on the Exchange Act or Sections 302 and 906 of World Wide Web via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect Service conform in all material respects to the Company SEC Reportsagreements as so executed. For purposes Except as set forth in Section 4.13 of the preceding sentenceCompany Disclosure Schedule, “principal executive officer” to the Company's Knowledge, all Affiliates of the Company have filed all forms, reports and “principal financial officer” shall have documents required to be filed by each such Person with the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SEC since January 1, 1997.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 20032000. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) ), as amended, are referred to herein as the “Company "COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (together with the “Securities Act”rules and regulations thereunder, the "SECURITIES ACT"), or the Securities and Exchange ActAct of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or corrected prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, hereof by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports a subsequently filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s 's Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1October 22, 20032021 (the “Company SEC Documents”). All such required registration statementsTrue, prospectusescorrect, reportsand complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, schedulesAnalysis, forms, statements and other documents, as each Retrieval database of the foregoing have been amended since the time SEC (“E▇▇▇▇”). As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as and the case may be, and, in each case, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to . To the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None Knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of investigation and there are no outstanding or unresolved comments received from the principal executive officers SEC with respect to any of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer SEC Documents. None of the Company's Subsidiaries is required to file or furnish any forms, as applicable) has made all certifications required by Rule 13a-14 reports, or Rule 15d-14 under other documents with the Exchange Act or Sections 302 SEC and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to neither the Company SEC Reports. For purposes nor any of the preceding sentenceits Subsidiaries is required to file or furnish any forms, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇reports, or other documents with any securities regulation (or similar) regime of a non-▇▇▇▇▇ Act of 2002United States Governmental Entity.

SEC Filings. The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, forms and statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032008. All such required registration statements, prospectuses, reports, schedules, forms, statements forms and other documentsstatements, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC ReportsDocuments.” As of their respective dates, the Company SEC Reports Documents (i) were prepared in accordance with, and fully complied in all material respects with, the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Documents and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement then on the date of such filing), and each such Company SEC Document filed subsequent to the date hereof will not as of the time they are filed (or if amended or superseded by a subsequent filing, 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, or furnish periodic reports or other documents with the SECSEC pursuant to the Exchange Act. The Company has Made Available made available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed, to Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032008 and prior to the date hereof, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports is Documents are the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January February 1, 2003. The Company has made available to Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s E▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) documents are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied as to form in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports. The Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available , to Parent trueagreements, correct and complete copies of all correspondence, documents or other than transmittal correspondence, between the SEC, on the one hand, and instruments which previously had been filed by the Company and any of its Subsidiaries, on with the other, since January 1, 2003, including all SEC comment letters and responses pursuant to such comment letters by the Securities Act or on behalf of the CompanyExchange Act. To the Company’s Knowledge, as As of the date hereof, none there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company Except as set forth on Section 6.7 of the SPAC Disclosure Schedule, SPAC has timely filed or furnished all required registration statements, prospectuses, reports, schedulesregistration statements, forms, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1October 26, 2003. All such required registration statements2021, prospectusespursuant to the Exchange Act or the Securities Act (collectively, reports, schedules, forms, statements and together with any exhibits and schedules thereto and other documentsinformation incorporated therein, and as each of the foregoing they have been supplemented, modified or amended since the time of their filing, (including those that the Company may file subsequent to “SPAC SEC Reports”). Each of the SPAC SEC Reports, as of the respective date of its filing, and as of the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective datesany amendment, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder applicable to the SPAC SEC Reports. 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 Company filing), the SPAC SEC Reports and (ii) did not at the time they were filed 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 hereof, except there are no outstanding or unresolved comments in comment letters received from the SEC with respect to SPAC SEC Reports. To the extent revised: (A) in knowledge of SPAC, none of the case of Company SPAC SEC Reports filed on or prior to the date of this Agreement that were amended hereof is subject to ongoing SEC review or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, investigation as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectusesforms, reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1December 31, 20032002. The Company has made available to the Lender all such forms, reports, and documents in the form filed with the SEC since such date, but not the exhibits and schedules thereto or the documents incorporated therein, by virtue of having filed them on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (▇▇▇▇▇) system. All such required registration statements, prospectuses, reports, schedules, forms, statements reports and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereofhereof and the financial statements filed therewith) are referred to herein as the “Company SEC Reports.” provided that any Company SEC Report shall be deemed to include all amendments to such report. As of their respective datesfiling dates (or if amended or superseded by a filing then on the date of such filing), the Company SEC Reports Reports: (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports Reports; and (ii) did not at the time they were filed 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, except to the extent revised: (A) in the case of Company SEC Reports corrected by subsequently filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to Except as set forth in, or reflected by, the Company SEC Reports effected prior including the audited financial statements for the period ending December 31, 2004 provided to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the otherLender, since January 1December 31, 2003, including all SEC comment letters and responses to such comment letters by no material adverse change has occurred in the business, operations, properties or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review conditions (financial or outstanding SEC comment. Each of the principal executive officers other) of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Companyits Subsidiaries, taken as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002a whole.

SEC Filings. The (a) Since December 31, 2017, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andprior to the Agreement Date, together with all certifications required pursuant to the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC since December 31, 2017 through the Effective Time, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Subsidiaries of the Company is currently or has, since becoming a Subsidiary of the Company been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the Agreement Date, as of the date of the last such amendment or superseding filing, the Company SEC Documents were prepared and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated of the SEC thereunder applicable and, except to such Company the extent superseded or amended by a subsequent filing with the SEC Reports and (ii) prior to the Agreement Date, did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: . (Ac) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing As of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereofDate, none of the Company SEC Reports Documents is the subject of any unresolved or outstanding SEC comment and, to the knowledge of the Company, is the subject of ongoing SEC review or outstanding review. There has been no material correspondence between the SEC comment. Each of the principal executive officers of and the Company and the principal financial officer of since December 31, 2017 that (i) is not set forth in the Company SEC Documents, (or each former principal executive officer of ii) is not publicly available on the Company Electronic Data Gathering, Analysis, and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Retrieval (▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act ) database of 2002 with respect the SEC or (iii) has not otherwise been disclosed to Parent prior to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Agreement Date.

SEC Filings. The (a) Since December 31, 2017, the Company has timely filed or otherwise furnished (as applicable) all required registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits and all other information incorporated by referenceexhibits) required to be filed or furnished (as applicable) by it with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, the requirements of under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, andprior to the Agreement Date, together with all certifications required pursuant to the U.S. S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC since December 31, 2017 through the Effective Time, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Subsidiaries of the Company is currently or has, since becoming a Subsidiary of the Company been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a subsequent filing prior to the Agreement Date, as of the date of the last such amendment or superseding filing, the Company SEC Documents were prepared and complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations promulgated of the SEC thereunder applicable and, except to such Company the extent superseded or amended by a subsequent filing with the SEC Reports and (ii) prior to the Agreement Date, did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: . (Ac) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing As of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereofDate, none of the Company SEC Reports Documents is the subject of any unresolved or outstanding SEC comment and, to the knowledge of the Company, is the subject of ongoing SEC review or outstanding review. There has been no material correspondence between the SEC comment. Each of the principal executive officers of and the Company and the principal financial officer of since December 31, 2017 that (i) is not set forth in the Company SEC Documents, (or each former principal executive officer of ii) is not publicly available on the Company Electronic Data Gathering, Analysis, and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Retrieval (E▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act ) database of 2002 with respect the SEC or (iii) has not otherwise been disclosed to Parent prior to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Agreement Date.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 20032002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared (other than preliminary proxy materials) in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of The Company and, to the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer Knowledge of the Company, as applicableeach of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect and the related rules and regulations promulgated under or pursuant to such act and (ii) the Company SEC Reports. For purposes applicable listing and corporate governance rules and regulations of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002New York Stock Exchange.

SEC Filings. The Except as set forth in Section 4.07(a) of the Disclosure Schedule, the Company has timely filed or furnished all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, proxy statements and other documents (including exhibits all exhibits, schedules and all other information incorporated by referencesupplements) required to be filed or furnished by it with the SEC since January 1, 20032006 (the "Company SEC Documents"). All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, Except as each set forth in Section 4.07(a) of the foregoing have been amended since the time of their filingDisclosure Schedule, (including those that the Company may file subsequent SEC Documents, each as amended prior to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were have been prepared in accordance with, and complied in all material respects with, in accordance and compliance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated thereunder applicable thereunder, except for such non-compliance as would not reasonably be expected to such have a Company SEC Reports Material Adverse Effect, and (ii) did not at not, when filed or as amended prior to the time they were filed date hereof, 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s 's Subsidiaries is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. The Company has Made Available made available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed, to Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032006, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is Documents are the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such Act (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") with respect to the Company SEC ReportsDocuments. For purposes of the preceding sentence, “"principal executive officer” " and “"principal financial officer” " shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act.

SEC Filings. The Company has timely filed all required registration All statements, prospectuses, reports, schedules, forms, statements statements, prospectuses and other documents (including filed or required to have been filed by Regent with or furnished to the SEC since May 10, 2012, together with any exhibits and all schedules thereto and other information incorporated by reference) required to be filed by it with the SEC since January 1therein (collectively, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” ”) have been so filed on a timely basis. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing): (i) each of the Company SEC Reports (i) were prepared in accordance with, and complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933under applicable Law, as amended (in effect on the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports date so filed and (ii) did not at none of the time they were filed contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: corrected (Ax) in the case of the Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; , and (By) in the case of the Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Except as set forth in Section 4.07(a) of the Disclosure Schedule, the Company has timely filed or furnished all required registration statements, prospectusesforms, reports, schedules, formsregistration statements, proxy statements and other documents (including exhibits all exhibits, schedules and all other information incorporated by referencesupplements) required to be filed or furnished by it with the SEC since January 1, 20032006 (the "Company SEC Documents"). All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, Except as each set forth in Section 4.07(a) of the foregoing have been amended since the time of their filingDisclosure Schedule, (including those that the Company may file subsequent SEC Documents, each as amended prior to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were have been prepared in accordance with, and complied in all material respects with, in accordance and compliance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated thereunder applicable thereunder, except for such non-compliance as would not reasonably be expected to such have a Company SEC Reports Material Adverse Effect, and (ii) did not at not, when filed or as amended prior to the time they were filed date hereof, 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s 's Subsidiaries is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. The Company has Made Available made available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed, to Contracts and other documents that previously had been filed by the Company with the SEC and are currently in effect. The Company has Made Available made available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 20032006, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the knowledge of the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is Documents are the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to and the Company SEC Reports. For purposes of related rules and regulations promulgated under such Act (the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇"S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act") with respect to the Company SEC Documents. For purposes of 2002the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings. (a) The Company has timely filed or furnished, as applicable, with the SEC all required registration statements, prospectusesforms, reports, schedulesstatements, forms, statements certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC since January 1December 31, 2003. All such required registration statements2016 (collectively, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC ReportsDocuments”).” (b) As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the 1933 Act) and as of their respective filing dates (in the case of all other applicable Company SEC Documents), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each of the Company SEC Reports Documents (i) were prepared in accordance with, and complied at the time it was filed as to form in all material respects with, with the requirements of the Securities 1934 Act of 1933, as amended (and the “Securities Act”), or the Exchange 1933 Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports Documents and in effect at the time it was filed and (ii) did not at was prepared in all material respects in accordance with the time they were filed contain applicable requirements of the 1933 Act, the 1934 Act and other applicable Law, each as in effect on the date so filed. (c) As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading, except to the extent revised: . (Ad) in the case As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by (i) there are no material outstanding or unresolved comments in comment letters received from the filing of SEC or its staff with respect to the applicable amending or superseding Company SEC Report; Documents and (Bii) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None knowledge of the Company’s Subsidiaries , none of the Company SEC Documents is the subject of an ongoing SEC review. (e) No Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act or is otherwise required to file any periodic forms, reports reports, schedules, statements or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act since January 1, 2003. All 2015 (all such required registration statements, prospectuses, reports, schedules, forms, statements and other documentsdocuments filed or furnished by the Company since January 1, as each of the foregoing have been amended since the time of their filing2015, (including those that the Company may file filed or furnished subsequent to the date hereof) are referred to herein as of this Agreement, collectively, together with all exhibits and schedules thereto and other information incorporated by reference therein, the “Company SEC Reports.” Documents”). As of their respective datesfiling dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied in all material respects with, with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the “Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the Exchange Act, as the case may be, and, in each case, and the applicable rules and regulations promulgated thereunder applicable to such thereunder. None of the Company SEC Reports and (ii) did not Documents, at the time they were filed contain (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SECSEC other than as part of the Company’s consolidated group. The There are no outstanding or unresolved comments in any comment letters from the SEC staff received by the Company has Made Available to Parent complete and correct copies of all amendments and modifications with respect to the Company SEC Reports effected prior to Documents. To the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf Knowledge of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents (other than confidential treatment requests) is the subject of ongoing SEC review or outstanding SEC commentreview. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal Since January 1, 2015, no executive officer of the Company and each former principal financial officer of has failed in any respect to make the Company, as applicable) has made all certifications required by Rule 13a-14 of him or Rule 15d-14 her under the Exchange Act Section 302 or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or by Rule 13a-14 or 15d-14 under the Exchange Act with respect to the Company SEC Reports. For purposes of Documents, and the preceding sentence, “principal executive officer” statements contained in such certifications were complete and “principal financial officer” shall have correct in all material respects on the meanings given to date such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002certifications were made.

SEC Filings. (a) The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements and other documents statements required to be filed or furnished by it (including exhibits and all other information incorporated therein) with the SEC under the Exchange Act or the Securities Act since the Reference Date (collectively, together with any exhibits and schedules thereto and other information incorporated therein, and any supplements, modifications or other amendments thereto, the “Company SEC Documents”). As of their respective filing dates or, if amended, supplemented or modified by reference) required to be filed by it a subsequent filing with the SEC since January 1, 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documentstheir respective filing dates, as each of the foregoing have been amended since date of the time of their filinglast such amendment, (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective datessupplement or modification, the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the “Securities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the Exchange Act, as the case may be. (b) No Subsidiary of the Company is required to file or furnish any report, andstatement, in each caseform, certification or other document with, or make any other filing with, or furnish any other material to, the rules and regulations promulgated thereunder applicable SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company SEC Reports and (ii) Document filed pursuant to the Exchange Act did not at the time they were filed contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except . (d) Each Company SEC Document filed pursuant to the extent revised: (A) in the case Securities Act, as of Company SEC Reports filed on or prior to the date of this Agreement that were such filing (or, if amended or superseded on or by a filing prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after on the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledgefiling, as of the date hereofsuch amendment became effective or filing was made), none did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. (e) The Company maintains, and at all times since the Reference Date has maintained, effective disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed, and since the Reference Date, have been reasonably designed, to ensure that information required to be disclosed by the Company is recorded and reported to the individuals responsible for the preparation of the Company SEC Reports is Documents as appropriate to allow timely decisions regarding required disclosure and to make the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”). (f) The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended April 30, 2025, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued an attestation report concluding that the Company maintained, in all material respects, effective internal control over financial reporting as of 2002 with April 30, 2025. Since the Reference Date, no executive officer of the Company has failed in any respect to make the Company SEC Reports. For purposes certifications required of him or her under Section 302 or 906 of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act. (g) Since the Reference Date, there have not been any complaints or concerns made through the Company’s whistleblower hot line or equivalent system for receipt of 2002employee concerns regarding possible violations of Law that remain outstanding or unresolved and that would reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole. (h) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents and (ii) none of the Company SEC Documents is, to the Knowledge of the Company, the subject of ongoing SEC review. To the Knowledge of the Company, there are no inquiries or investigations by the SEC pending or threatened regarding any accounting practice by the Company. (i) As of the date of this Agreement, the Company is in compliance in all material respects with all current listing requirements of NYSE.

SEC Filings. (a) The Company has timely filed with or furnished to the SEC, all required registration statements, prospectuses, reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC Company since January 131, 2003. All such required registration statements2008 (collectively, prospectuses, reports, schedules, forms, statements together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, as each of the foregoing have been amended since the time of their filing, (including those that the Company may file subsequent to after the date hereof) are referred to herein as hereof until the Closing, the “Company SEC ReportsDocuments”).” (b) As of their respective datesits filing date (and as of the date of any amendment or superseding filing), the each Company SEC Reports (i) were prepared in accordance withDocument complied, and complied or will comply when filed, as to form in all material respects with, with the applicable requirements of the Securities 1933 Act, 1934 Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and Documents. (iic) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1933 Act or 1934 Act did not, or will not at the time they were filed are filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: . (Ad) in the case As of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by (i) there are no outstanding or unresolved comments in any comment letter received from the filing of the applicable amending or superseding Company SEC Report; and (Bii) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement not received written notice that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports Documents is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers that is still pending. (e) No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the 1934 Act. (f) The Company is in material compliance with the applicable listing, corporate governance rules and regulations and other rules and regulations of The NASDAQ Stock Market. (g) The Company and its Subsidiaries have established and maintained a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the principal ▇▇▇▇ ▇▇▇) that are designed to provide reasonable assurance that material information relating to the Company and its Subsidiaries, required to be included in reports under the 1934 Act, is made known to the chief executive officer and chief financial officer of the Company by others within those entities. Neither the Company nor, to the Company’s knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which could reasonably adversely affect the Company’s ability to record, process, summarize and report financial data, in each former principal executive officer case which has not been subsequently remediated. To the Company’s knowledge, there is no fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and each former principal its Subsidiaries. The Company’s chief executive officer and chief financial officer of have made, with respect to the CompanyCompany SEC Documents, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to and any related rules and regulations promulgated by the SEC. As of the date hereof, neither the Company SEC Reports. For purposes nor any of its Subsidiaries has outstanding “extensions of credit” to directors or executive officers of the preceding sentence, “principal executive officer” and “principal financial officer” shall have Company within the meanings given to such terms in meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 20032002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing, documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance with, and complied in all material respects with, with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or 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, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has Made Available previously furnished to Parent a complete and correct copies copy of all any amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that or modifications, which have not yet been filed by the Company with the SEC but which are required to be filed. The , to agreements, documents or other instruments which previously had been filed by Company has Made Available with the SEC pursuant to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by Securities Act or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC, all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032022 (the “Company SEC Documents”). All True, correct, and complete copies of all Company SEC Documents are publicly available on ▇▇▇▇▇. 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 required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of Company SEC Documents that it has so filed or furnished with the foregoing have been amended since the time SEC. As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and, in each case, and the rules and regulations promulgated of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, except to none of the extent revised: (A) in the case of Company SEC Reports filed on Documents is the subject of ongoing SEC review or prior outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing any of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC ReportDocuments. None of the Company’s Subsidiaries is required to file or furnish any forms, reports reports, or other documents with the SEC. The Company has Made Available to Parent complete SEC and correct copies of all amendments and modifications to neither the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and nor any of its SubsidiariesSubsidiaries is required to file or furnish any forms, on the otherreports, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company other documents with any securities regulation (or each former principal executive officer similar) regime of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇a non-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002United States Governmental Entity.

SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all required registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 20032015 (the “Company SEC Documents”). All such required registration statementsCopies of all Company SEC Documents are publicly available in the Electronic Data Gathering, prospectusesAnalysis, reports, schedules, forms, statements and other documents, as each Retrieval database of the foregoing have been amended since the time SEC (“▇▇▇▇▇”). As of their filingrespective filing dates or, (including those that the Company may file if amended or superseded by a subsequent filing prior to the date hereof) are referred to herein , as of the “Company SEC Reports.” As date of their respective datesthe last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Company SEC Reports (i) were prepared in accordance with, and Documents complied as to form in all material respects with, with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as and the case may be, and, in each case, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not Documents. None of the Company SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed contain (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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised: (A) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. None of the Company SEC Documents is the subject of an outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. To the Knowledge of the Company’s , none of the Company SEC Documents is subject to ongoing SEC review. None of the Subsidiaries of the Company is required to file or furnish any forms, reports reports, or other documents with the SEC. The Company has Made Available to Parent complete and correct copies of all amendments and modifications to the Company SEC Reports effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.