Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeClosing Date.

SEC Reports and Financial Statements. (a) The Parent Company has heretofore delivered or made available to the Company complete and correct copies of filed all forms, reports and other filings filed by the Parent documents ("SEC Reports") with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits it pursuant to the federal securities laws and the SEC Filings rules and regulations thereunder. Copies of all such SEC Reports have been so filed, and all contracts so filed made available to HK by the Company. None of such SEC Reports (as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements of the Parent Company included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules theretorelated notes) and (iii) fairly present fairly the financial position of the Parent Company and its consolidated Subsidiaries as at of the dates thereof and the results of their operations and changes in cash flows flow for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments. Except as set forth in the notes or schedules thereto. The unaudited SEC Reports and except as disclosed in Section 3.4(a) of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Filings comply Reports, neither the Company nor any of its Subsidiaries had, and since such date neither the Company nor any of such Subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to the Company except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement. (b) All accounts receivable of the Company (the "Accounts Receivable") represent or will represent valid obligations arising from services actually performed in the ordinary course of business and are subject to no valid counterclaims or setoffs. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of reserves. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within 120 days after the day on which it first becomes due and payable. Except as disclosed in Section 3.4(b) of the Disclosure Schedule, since December 31, 1998, there have been no material returns, allowances or charge-backs. (c) All inventory of the Company consists or will consist of raw materials and supplies, manufactured and purchased parts, goods, goods in process, and finished goods, which is in all material respects with the published rules merchantable and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows fit for the periods then endedpurpose for which it was procured and manufactured, subject to normal year-end adjustments and any other adjustments described therein no material amount of which is obsolete, damaged, or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timedefective.

SEC Reports and Financial Statements. The Parent (a) GameStop has heretofore delivered or made available to the Company complete and correct copies of filed all reports required reports, schedules, forms, statements and other filings filed by the Parent with the SEC pursuant to documents (including exhibits and all other information incorporated therein) under the Securities Act and the Securities Exchange Act with the SEC since February 12, 2002 (as such reports, schedules, forms, statements and documents have been amended since the time of 1934their filing, as amended (collectively, the “Exchange ActGameStop SEC Documents”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, or if amended prior to the date of this Agreement, as of the date of the last such amendment, the GameStop SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Filings did not contain promulgated thereunder applicable to such GameStop SEC Documents, and none of the GameStop SEC Documents when filed, or as so amended, 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 light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements of the Parent GameStop included in the GameStop SEC Filings Documents comply as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) fairly present fairly in all material respects the consolidated financial position of the Parent GameStop and its consolidated subsidiaries as at of the dates thereof and the results consolidated statements of operations and income, cash flows and stockholders’ equity for the periods then endedended (subject, subject in the case of unaudited statements, to normal recurring year-end adjustments audit adjustments). No Subsidiary of GameStop is required to make any filings with the SEC or any comparable regulatory authority in any jurisdiction. (c) GameStop and any other adjustments described therein or its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the notes or schedules thereto. The unaudited Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared for external purposes in accordance with GAAP on a consistent basis GAAP. GameStop (except A) has designed and maintains disclosure controls and procedures (as may defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be indicated therein or disclosed by it in the notes reports that it files or schedules thereto) submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to GameStop’s management as appropriate to allow timely decisions regarding required disclosure, and (iiiB) present fairly has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the financial position of the Parent as at the dates thereof date hereof, to GameStop’s auditors and the results audit committee of operations GameStop’s Board of Directors (1) any significant deficiencies and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or material weaknesses in the notes design or schedules theretooperation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect GameStop’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in GameStop’s internal controls over financial reporting. The foregoing representations GameStop has made available to the Company a summary of any such disclosure made by management to GameStop’s auditors and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeaudit committee since January 1, 2002.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered filed, or made available to the Company complete and correct copies of all reports and other filings filed by the Parent furnished, as applicable, with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act it since October 1, 2005 (together with all exhibits and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, schedules thereto and all contracts so filed information incorporated therein by reference, the “Parent SEC Documents”). The Parent SEC Documents, as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective datesdates or, if amended, as of the SEC Filings date of the last such amendment, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The consolidated financial statements of Parent included or incorporated by reference in Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) present fairly presented the consolidated financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, except that the unaudited interim financial statements were subject to normal and recurring year-end adjustments and any other adjustments which were not material in amount. Since January 1, 2003, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP, except as described therein or in the notes to such Parent financial statements. (c) Each of the principal executive officer of Parent and the principal financial officer of Parent (or schedules theretoeach former principal executive officer of the Company and each former principal financial officer, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. The unaudited For purposes of this Agreement, “principal executive officer” and “principal financial statements included officer” shall have the meanings given to such terms in the SEC Filings comply Xxxxxxxx-Xxxxx Act. Parent has no outstanding “extensions of credit,” and Parent has not arranged any outstanding “extensions of credit,” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (d) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in all material respects accordance with management’s general or specific authorizations; (B) access to assets is permitted only in accordance with management’s general or specific authorization; and (C) the recorded accountability for assets is compared with the published existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and regulations forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (f) There are no amendments or modifications, which are or will be required to be filed with the SEC, but have not yet been filed with the SEC, to (i) agreements, documents or other instruments which previously have been filed by Parent with the SEC pursuant to the Exchange Act and (ii) the Parent SEC Documents themselves. Parent has timely responded to all comment letters of the Staff of the SEC with respect thereto relating to the Parent SEC Documents, and the SEC has not asserted that any of such unaudited financial statements (i) were prepared from the books and records of the Parentresponses are inadequate, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein insufficient or in the notes or schedules thereto) and (iii) present fairly the financial position otherwise non-responsive. None of the Parent as at SEC Documents is to Parent’s Knowledge the dates thereof and the results subject of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the ongoing SEC on or before the Effective Timereview.

SEC Reports and Financial Statements. The Parent Since January 1, 1997, -------------------------------- the Texas Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it under the Parent under Exchange Act or the Securities Act and Exchange Act since such date. All documents that are required to be filed (as exhibits to the SEC Filings they have been so amended since the time of their filing, collectively, the "Texas ----- Company SEC Documents"). The Texas Company SEC Documents, including without --------------------- limitation any financial statements or schedules included therein, at the time filed, and all contracts so any forms, reports or other documents filed as exhibits are in full force and effect, except those which are expired in accordance by the Texas Company with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings after the date of this Agreement, (a) did not at the time they were filed, or will not at the time they are 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 light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The audited financial statements of the Parent Texas Company included in the Texas Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (iiisubject, in the case of the unaudited statements, to normal audit adjustments) present fairly the consolidated financial position of the Parent Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, subject accrued, fixed, contingent or otherwise) required to normal year-end adjustments and any other adjustments described therein be reflected, reserved against or otherwise disclosed in the notes or schedules thereto. The unaudited financial statements of the Texas Company included in the Texas Company SEC Filings comply Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in all material respects such financial statements in accordance with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly thereto or, in the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited statements, subject to normal year-end adjustments audit adjustments). Except as disclosed in Section 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Texas Company, and no transaction, commitment or agreement has been entered into by the Texas Company or any other adjustments described therein or of its Subsidiaries, that should have been disclosed in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the Texas Company SEC on or before the Effective TimeDocuments.

SEC Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore delivered or made available to the Company true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it and its Subsidiaries since August 5, 1999 under the Parent under Exchange Act or the Securities Act and Exchange Act since (as such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedamended since the time of their filing, and all contracts so filed as exhibits are in full force and effectcollectively, except those which are expired in accordance with their terms, and neither the "Parent nor any of its subsidiaries is in default thereunderSEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Parent SEC Filings Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited Parent SEC Documents include all the documents that Parent was required to file with the SEC since August 5, 1999. Each of the consolidated financial statements of the Parent included in the Parent SEC Filings Documents have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and (iii) present fairly the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of Certificate of Incorporation and its consolidated Subsidiaries as at the dates thereof or for the periods then endedpresented therein. Parent has not received notice (written or oral) from and, subject to normal year-end adjustments its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply period after December 31, 1998, Parent has complied in all material respects with the published rules and regulations State of the SEC with respect thereto and such unaudited financial statements Position 97-2 (i) were prepared from the books and records Software Revenue Recognition), as amended by Statement of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal yearPosition 98-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time4.

SEC Reports and Financial Statements. The Parent Since January 1, 2005, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 5.5 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered timely filed with, or made available to furnished to, as applicable, the Company complete and correct copies of SEC all reports registration statements, prospectuses, reports, forms, statements, schedules, certifications and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by Parent since the Parent under the Securities Act Lookback Date (together with all exhibits and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, schedules thereto and all contracts so filed as exhibits are in full force and effectinformation incorporated therein by reference, except those which are expired in accordance with their terms, and neither the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Parent SEC Filings Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, the Securities Act and the Exchange Act (to the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited . (b) Each of the consolidated financial statements of (including, in each case, any related notes thereto) contained in or incorporated by reference in the Parent included in SEC Documents (the SEC Filings comply “Parent Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were was prepared in accordance with Regulation S-X under the Exchange Act and with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Parent and its Subsidiaries’ operations and cash flows for the periods then endedindicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) Since the Lookback Date, Parent has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15 and 15d-15 under the Exchange Act) substantially as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. In connection with Parent’s management’s most recently completed assessment of Parent’s internal controls over financial reporting, (i) Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and audit committee any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (ii) to Parent’s Knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. To Parent’s Knowledge, no executive officer or director of Parent has received or otherwise had or obtained knowledge of, and no auditor, accountant, employee or Representative of Parent has provided written notice to Parent or any executive officer or director of, any substantive complaint or allegation that Parent or any of its Subsidiaries has engaged in improper accounting practices. (d) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Parent SEC Documents and received by Parent prior to the date of this Agreement. None of the Parent SEC Documents filed on or prior to the date of this Agreement is, to Parent’s Knowledge, subject to normal year-end adjustments and any other adjustments described therein ongoing SEC review or investigation. (e) Since the Lookback Date, except as disclosed in the notes or schedules thereto. The unaudited financial Parent’s definitive proxy statements included in the Parent SEC Filings comply Documents and for the Transaction Documents, no event has occurred and no transactions or series of transactions, agreements, arrangements, understandings or relationship or relationships to which Parent or any of its Subsidiaries was or is to be a party exists that would be required to be reported by Parent pursuant to Item 404 of Regulation S-K. (f) Since the Lookback Date, Parent has complied in all material respects with the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeNasdaq.

SEC Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore delivered or made available to the Company true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it and its Subsidiaries since August 5, 1999 under the Parent under Exchange Act or the Securities Act and Exchange Act since (as such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedamended since the time of their filing, and all contracts so filed as exhibits are in full force and effectcollectively, except those which are expired in accordance with their terms, and neither the "Parent nor any of its subsidiaries is in default thereunderSEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Parent SEC Filings Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited Parent SEC Documents include all the documents that Parent was required to file with the SEC since August 5, 1999. Each of the consolidated financial statements of the Parent included in the Parent SEC Filings Documents have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and (iii) present fairly the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of Certificate of Incorporation and its consolidated Subsidiaries as at the dates thereof or for the periods then endedpresented therein. Parent has not received notice (written or oral) from and, subject to normal year-end adjustments its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply period after December 31, 1998, Parent has complied in all material respects with the published rules and regulations Statement of the SEC with respect thereto and such unaudited financial statements Position 97-2 (i) were prepared from the books and records Software Revenue Recognition), as amended by Statement of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimePosition 9804.

SEC Reports and Financial Statements. The (a) Since February 1, 2016, Parent has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to be filed or furnished prior to the Company complete and correct copies of all reports and other filings filed date hereof by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement NYSE, and none of the Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since February 1, 2016, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent SEC Documents (including the financial statements included therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). (b) The consolidated financial statements (including all related notes and schedules) of Parent included or incorporated by reference in the Parent SEC Filings comply Documents when filed or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited fairly present in all material respects the consolidated financial statements position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the Parentunaudited quarterly financial statements, (iito normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC and to the absence of notes) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or subject, in the notes or schedules thereto) and (iii) present fairly the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited quarterly financial statements, subject to normal year-end audit adjustments and any other adjustments adjustment described therein or in permitted by the notes or schedules thereto. The unaudited financial statements included in rules and regulations of the SEC Filings comply and to the absence of notes). (c) Parent is in compliance in all material respects with the published rules and regulations applicable provisions of the SEC with respect thereto Xxxxxxxx-Xxxxx Act and such unaudited the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements (i) were prepared from that has been filed with or submitted to the books SEC was accompanied by any certifications required to be filed or submitted by Parent’s principal executive officer and records principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither Parent nor, to the Knowledge of Parent, any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iid) were prepared Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules theretoItem 303(a) and (iii) present fairly the financial position of Regulation S-K of the SEC), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and in Parent’s published financial statements or any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the Parent SEC on or before the Effective TimeDocument.

SEC Reports and Financial Statements. (a) The Parent and each of its Subsidiaries has heretofore delivered filed or made available to the Company complete furnished all forms, documents and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filedsince January 1, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither 2010 (the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective datesdates or, if amended, as of the date of such amendment, the Parent SEC Filings did not contain Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and Parent since December 17, 2009, that is not available on the SEC’s Electronic Data Gathering and Retrieval database. As of the date of this Agreement, none of Parent’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (b) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15(e) under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and all such required certifications have been made. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010, and such assessment concluded that such controls were effective. Neither Parent nor, to the knowledge of Parent, Parent’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 Parent’s internal controls and procedures which would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (c) The audited consolidated financial statements and unaudited interim consolidated financial statements (including all related notes and schedules) of the Parent included in the Parent SEC Filings comply Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect theretothen in effect, fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and such audited financial statements the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the unaudited statements, to normal recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to Parent), (ii) and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (d) Neither Parent nor any of its Subsidiaries is a party to, or schedules thereto) and has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (iii) present fairly including any contract or arrangement relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedone hand, subject to normal year-end adjustments and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other adjustments described therein hand, or any “off-balance-sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the notes Exchange Act)), where the result, purpose or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all intended effect of such contract is to avoid disclosure of any material respects with the published rules and regulations transaction involving, or material liabilities of, Parent or any of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein its Subsidiaries or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeaffiliates.

SEC Reports and Financial Statements. The Parent has heretofore ------------------------------------ delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “Acts”"Exchange Act") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering August 1, 1997 (such reports and other filings collectively referred to herein as the “SEC "Exchange Act Filings”"). The SEC Exchange Act Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Parent included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited consolidated financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial position, for the fiscal year ended July 31, 1997 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time.

SEC Reports and Financial Statements. The Parent Since December 31, 2012, PAYM has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent PAYM in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “PAYM SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the PAYM SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such PAYM SEC Reports and, except to the extent that information contained in any PAYM SEC Report has been revised or superseded by a later PAYM SEC Report filed and publicly available prior to the date of this Agreement, none of the PAYM SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent PAYM included in the PAYM SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPAYM, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent PAYM and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes PAYM SEC Reports, PAYM has no liabilities or schedules thereto. The unaudited financial statements included obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the SEC Filings comply in all material respects with the published rules and regulations ordinary course of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timebusiness.

SEC Reports and Financial Statements. The Parent (a) Since February 11, 2019, Belpointe REIT has heretofore delivered timely filed or made available furnished all forms, statements, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the “SEC Documents”). As of their respective filing dates the SEC Documents (including amendments) complied in all material respects with the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable rules and regulations thereunder (the “Acts”) since promulgated thereunder, and including the effective date none of the Form SB-2 Registration Statement SEC Documents have contained (or, with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as SEC Documents filed after the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did will not contain contain) any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No other member of the Belpointe REIT Group is required to file any forms, reports or other documents with the SEC. (b) The audited consolidated financial statements (including all related notes and schedules) of the Parent Belpointe REIT included in the SEC Filings comply Documents when filed (i) complied in all material respects with the applicable accounting requirements, (ii) complied as to form with the other published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited (iii) fairly present in all material respects the consolidated financial statements (i) were prepared from the books and records position of the ParentBelpointe REIT Group, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (iisubject, in the case of the unaudited financial statements, to normal year-end audit adjustments and to any other adjustment described therein permitted by the rules and regulations of the SEC) were prepared in accordance conformity with GAAP accounting principles generally accepted in the United States of America (“U.S. GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or subject, in the notes or schedules thereto) and (iii) present fairly the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited financial statements, subject to normal year-end audit adjustments and to any other adjustments adjustment described therein or in permitted by the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeSEC).

SEC Reports and Financial Statements. The Parent Since January 1, 1998, ARIS has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “all ARIS SEC Filings”). The SEC Filings constitute all of the documents Reports required to be filed by ARIS with the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderSEC. As of their respective dates, the ARIS SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such ARIS SEC Reports and, except to the extent that information contained in any ARIS SEC Report has been revised or superseded by a later ARIS SEC Report filed and publicly available prior to the date of this Agreement (a "Filed SEC Document"), none of the ARIS SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent ARIS included in the ARIS SEC Filings comply in all material respects with Reports that are publicly available prior to the published rules and regulations date of the SEC with respect theretothis Agreement, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent ARIS and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments audit adjustments). Except as set forth in the ARIS SEC Reports, neither ARIS nor any of the ARIS Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of ARIS and any other adjustments described therein its consolidated Subsidiaries or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentwhich, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein individually or in the notes or schedules thereto) and (iii) present fairly the financial position aggregate, would reasonably be expected to have a ARIS Material Adverse Effect. None of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedARIS Subsidiaries is required to file any forms, subject to normal year-end adjustments and any reports or other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made documents with the SEC on pursuant to Sections 12 or before 15 of the Effective TimeExchange Act.

SEC Reports and Financial Statements. The Parent Since January 1, 2005, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business since the Purchaser Balance Sheet Date. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Since January 1, 1995, the Company complete and correct copies of has filed all forms, reports and other filings filed by the Parent documents ("SEC Reports") with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits it pursuant to the federal securities laws and the SEC Filings rules and regulations thereunder. Copies of all such SEC Reports have been so filed, and all contracts so filed made available to FSI by the Company. None of such SEC Reports (as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements of the Parent Company included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules theretorelated notes) and (iii) fairly present fairly the financial position of the Parent Company and its consolidated subsidiaries as at of the dates thereof and the results of their operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments. Except as set forth in the notes or schedules thereto. The unaudited SEC Reports and except as disclosed in Section 3.05 of the Company Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Filings comply Reports, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentaggregate, (ii) were would be required to be disclosed in a balance sheet prepared in accordance with GAAP on generally accepted accounted principles and would reasonably be expected to have a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made Material Adverse Effect with respect to all filings made the Company except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with the SEC on or before the Effective Timetransactions contemplated by this Agreement.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings its Subsidiaries have filed by the Parent with the SEC pursuant to the Securities Act true and the Securities Exchange Act of 1934complete copies of, as amended (the “Exchange Act”)all forms, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports reports, exhibits, schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents (other than preliminary materials) required to be filed by it under the Parent under Exchange Act or the Securities Act from and Exchange Act since after December 31, 1996 (such dateforms, reports, exhibits, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the "Parent SEC Documents"). All documents that are required to be filed as exhibits to The Parent SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Parent SEC Document, the Parent SEC Documents do not contain an 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the Parent SEC Filings Documents as well as the Parent's financial statements as of and for the three months and six months ended June 30, 1999 heretofore delivered to the Company, as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material and except for the absence of notes thereto) and (iii) present fairly the consolidated financial position of the Parent and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time.

SEC Reports and Financial Statements. The Parent NOWTRANSIT has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent NOWTRANSIT in accordance with the SEC pursuant to the Securities Exchange Act and the rules and regulations promulgated thereunder (the “NOWTRANSIT SEC Reports”) since at least August 31, 2020, assuming NOWTRANSIT were required to file such reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the NOWTRANSIT SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such NOWTRANSIT SEC Reports and, except to the extent that information contained in any NOWTRANSIT SEC Report has been revised or superseded by a later NOWTRANSIT SEC Report filed and publicly available prior to the date of this Agreement, none of the NOWTRANSIT SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent NOWTRANSIT included in the NOWTRANSIT SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentNOWTRANSIT, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent NOWTRANSIT and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes NOWTRANSIT SEC Reports, NOWTRANSIT has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business which are not material in amount. The unaudited financial statements included in the NOWTRANSIT SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each periodic report, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent with the SEC pursuant since it has been required to do so (as such documents since the Securities Act time of their filing have been amended and each document filed between the date hereof and the Securities Exchange Act of 1934Effective Time, the "Parent SEC Reports"), which include all the documents (other than preliminary material) that Parent was required to file with the SEC, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Filings did not contain Reports. None of the Parent 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. All material agreements, contracts and other documents required to be filed as exhibits to any of the Parent SEC Reports have been filed. The audited financial statements of the Parent included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the cases of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and . Neither Parent nor any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto Parent Subsidiaries has any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and such unaudited financial statements whether due or to become due, except (i) were prepared from as and to the books extent set forth on the audited consolidated balance sheet of Parent and records the Parent Subsidiaries as of December 31, 1997 (including the Parentnotes thereto) (the "Parent Balance Sheet"), (ii) were prepared as incurred in accordance connection with GAAP on a consistent basis the transactions contemplated, or as provided, by this Agreement, (except iii) as may be indicated therein incurred in the ordinary course of business and which would not, individually or in the notes or schedules theretoaggregate, have a Material Adverse Effect on Parent, (iv) and (iii) present fairly the financial position of as described in the Parent SEC Reports or (v) as at the dates thereof and the results of operations and cash flows for the periods then endedwould not, subject to normal year-end adjustments and any other adjustments described therein individually or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC aggregate, otherwise have a Material Adverse Effect on or before the Effective TimeParent.

SEC Reports and Financial Statements. The (a) Since January 1, 2006, the Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act all forms, reports, schedules, definitive proxy statements and the Securities Exchange Act of 1934, as amended other documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsParent SEC Reports”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under with the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedSEC, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderexcluding reports on Forms 4 or 5. As of their respective datesdates and, if amended or superseded by a subsequent filing prior to the date of this Agreement or the Effective Date, then as of the date of such filing, the Parent SEC Filings did not contain Reports, including, without limitation, any financial statements or schedules included therein, complied or will comply in all material respects with the requirements of the ‘33 Act, the ‘34 Act and the rules and regulations of the SEC promulgated which are applicable to such Parent SEC Reports. None of the Parent SEC Reports contained any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements None of the Parent included in Subsidiaries is required to file any forms, reports or other documents with the SEC Filings comply in all material respects with the published rules and regulations pursuant to sections 12 or 15 of the SEC with respect thereto, ‘34 Act. (b) The audited and such audited unaudited financial statements (iincluding, in each case, any related notes and schedules thereto) were (collectively, the “Parent Financial Statements”) of the Parent contained in the Parent SEC Reports have been prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared and the Parent Financial Statements present fairly in accordance all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Parent and its consolidated subsidiaries as of the dates thereof or for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise noted therein, including the related notes, and subject, in the notes or schedules thereto) and (iii) present fairly the case of quarterly financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedstatements, subject to normal and recurring year-end adjustments in the ordinary course of business). (c) Except as disclosed in the Parent SEC Reports or as described in Section 3.4(c) of the Parent Disclosure Letter, since January 1, 2006 neither the Parent nor any of the Parent Subsidiaries has incurred any liabilities or obligations of any nature, whether accrued, contingent or absolute or otherwise (including without limitation under royalty arrangements), except for those arising in the ordinary course of business consistent with past practice and any other adjustments described therein that would not, individually or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentaggregate, (ii) were prepared in accordance with GAAP on reasonably be expected to have a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeMaterial Adverse Effect.

SEC Reports and Financial Statements. (a) The Parent Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act it since January 1, 2001 (together with all exhibits and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, schedules thereto and all contracts so filed information incorporated therein by reference, the “Company SEC Documents”). The Company SEC Documents, as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective datesdates or, if amended, as of the SEC Filings date of the last such amendment, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Company is required to make any filings with the SEC. (b) The audited consolidated financial statements of the Parent Company included or incorporated by reference in the Company SEC Filings comply Documents, as of the date filed with the SEC, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes or schedules thereto) and fairly presented, in all material respects (iii) present fairly subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount), the consolidated financial position of the Parent Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for each of the periods then ended. Since January 1, 2001, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company has made available to Newco a complete and correct copy of any amendments or modifications, which, as of the date of this Agreement, are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) agreements, documents or other instruments which previously have been filed by the Company with the SEC since January 1, 2001 pursuant to the Exchange Act and (ii) the Company Filed SEC Documents themselves and, reasonably promptly following the execution of any such amendments or modifications, will make available to Newco any such amendments or modifications entered into after the date hereof and so required to be filed. The Company has timely responded to all comment letters of the staff of the SEC relating to the Company Filed SEC Documents (and will timely respond to any comment letters to the staff of the SEC relating to any Company SEC Documents filed after the date hereof, subject to normal yearSection 6.3 hereof), and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-end adjustments and any other adjustments described therein or in the notes or schedules theretoresponsive. The unaudited financial statements included in the SEC Filings comply in Company has made available to Newco true, correct and complete copies of all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made correspondence with the SEC on occurring since January 1, 2001 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Newco any such correspondence sent or before received after the Effective Timedate hereof. To the Knowledge of the Company, none of the Company Filed SEC Documents is the subject of ongoing SEC review.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2018, NIC has heretofore delivered timely filed or made available to the Company complete and correct copies of furnished all forms, statements, schedules, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filed(such forms, statements, schedules, reports and all contracts so other documents filed as exhibits are in full force and effector furnished since January 1, except those which are expired in accordance with their terms2018, and neither Parent nor any of its subsidiaries is in default thereunderthe “NIC SEC Documents”). As of their respective datesfiling dates or, if amended prior to the date hereof, as of the date of the last such amendment, the NIC SEC Filings did not contain Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, each as in effect on the date of any such filing, and none of the NIC SEC Documents contained (or, with respect to NIC SEC Documents filed after the date hereof, will contain), when filed, any untrue statement of a material fact or omit omitted (or with respect to NIC SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. The audited Since January 1, 2018 through the date hereof, NIC has not received from the SEC (i) any written comments or questions with respect to any of the NIC SEC Documents (including the financial statements included therein) that are not resolved, or (ii) any written notice from the SEC that such NIC SEC Documents (including the financial statements included therein) are being reviewed or investigated. No NIC Subsidiary is required to file any forms, reports, or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of NIC and its consolidated Subsidiaries included or incorporated by reference in the NIC SEC Documents when filed or, if amended prior to the date hereof, as of the Parent included in date of (and giving effect to) the SEC Filings comply last such amendment, (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared fairly presented in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in all material respects the notes or schedules thereto) and (iii) present fairly the consolidated financial position of the Parent NIC and its consolidated Subsidiaries, as at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedended (subject, subject in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments and any other adjustments adjustment described therein or permitted by the rules and regulations of the SEC and to the absence of notes) in conformity with GAAP, in all material respects, during the periods involved (subject, in the notes or schedules thereto. The case of the unaudited quarterly financial statements included in statements, to normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC Filings comply and to the absence of notes). (c) NIC is in compliance in all material respects with the published rules and regulations applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each NIC SEC with respect thereto and such unaudited Document containing financial statements (i) were prepared from that has been filed with or submitted to the books SEC was accompanied by any certifications required to be filed or submitted by NIC’s principal executive officer and records principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the ParentXxxxxxxx-Xxxxx Act. Neither NIC nor any of its executive officers has, since January 1, 2018, received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iid) were prepared Neither NIC nor any NIC Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among NIC or any NIC Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules theretoItem 303(a) and (iii) present fairly the financial position of Regulation S-K of the Parent as at SEC), in any such case, where the dates thereof and the results purpose of operations and cash flows for the periods then endedsuch Contract is to avoid disclosure of any material transaction involving, subject to normal year-end adjustments and or material liabilities of, NIC in NIC’s published financial statements or any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the NIC SEC on or before the Effective TimeDocuments.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2005, the Company has heretofore delivered filed with or made available furnished to the Company complete and correct copies of SEC all reports forms, reports, schedules, certifications, registration statements, definitive proxy statements and other filings documents required to be filed or furnished by the Parent Company with the SEC pursuant or to the Securities Act and the Securities Exchange Act of 1934SEC. All such registration statements, as amended (the “Exchange Act”)forms, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports reports, schedules, certifications, registration statements, definitive proxy statements and other filings collectively documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. Reports." As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act, as the case may be, and the respective rules and regulations of the SEC Filings promulgated thereunder applicable to such Company SEC Reports, (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the case of Company SEC Reports to be filed after the date of this Agreement, will contain) any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not not, and each such Company SEC Report filed subsequent to the date of this Agreement and prior to the consummation of the Offer 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 to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The audited financial Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2005 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the Parent included "Company Financial Statements") of the Company contained or to be contained in the Company SEC Filings Reports complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been or will be prepared in accordance conformity with GAAP applied on a consistent basis United States generally accepted accounting principles ("GAAP") (except as may be indicated therein or in the notes or schedules theretoto such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as otherwise noted therein) and (iii) present or will present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods then endedpresented therein (subject, subject in the case of unaudited statements, to normal year-and recurring year end adjustments adjustments). Except as disclosed in the Company Financial Statements as of and for the period ended December 31, 2007 or included in the Company SEC Reports filed after that date and prior to the date of this Agreement, the Company and the Company Subsidiaries do not have any liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries other adjustments described therein than liabilities that, individually or in the notes aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect. (c) Neither the Company nor any Company Subsidiary is a party to, or schedules thereto. The unaudited financial statements included has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including, any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC), where the results, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company SEC Filings comply Reports. (d) The Company is in compliance in all material respects with the published applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 21, 2003 was accompanied by the certifications required to be filed or submitted by the Company's chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (e) 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 effective to ensure that all material information concerning the Company and the Company Subsidiaries, taken as a whole, is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq. (f) To the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records Knowledge of the ParentCompany, the Company and the Company Subsidiaries have not violated the provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (ii) were prepared in accordance with GAAP on a consistent basis (the "FCPA"), except as may be indicated therein for any such violations that, individually or in the notes or schedules thereto) aggregate, have not had and (iii) present fairly would not reasonably be likely to have a Company Material Adverse Effect. The Company has disclosed to Parent all internal investigations and, to the financial position Knowledge of the Parent as at Company, all external, governmental or other regulatory investigations, in each case regarding any action or any allegation of any action prohibited by the dates thereof and the results of operations and cash flows FCPA, except for the periods then endedany such investigations that, subject to normal year-end adjustments and any other adjustments described therein individually or in the notes or schedules thereto. The foregoing representations aggregate, have not had and warranties in this Section 5.4 shall also would not reasonably be deemed likely to be made with respect to all filings made with the SEC on or before the Effective Timehave a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant and each biannual report distributed by Parent to its shareholders since December 1, 1997 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary materials) that Parent was required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports complied in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its consolidated Subsidiaries)) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited related notes reconciling to United States generally accepted accounting principles such consolidated financial statements included in the SEC Filings comply in all material respects with the published rules and regulations requirements of the SEC with respect thereto and applicable to such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timereconciliation.

SEC Reports and Financial Statements. The Parent Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act true and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date complete copies of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Company SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments. As of their respective datesdates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Company SEC Filings Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company Financial Statements have been prepared from, and are in accordance with, in each case, in all material respects, the books and records of the Company and its consolidated Subsidiaries, and comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with U.S. GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated therein or stated in the notes or schedules thereto) and (iii) fairly present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods then endedreferred to therein, subject subject, with respect to interim unaudited financial statements, to normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed that are not reasonably likely to be made with respect to all filings made with the SEC on or before the Effective Timematerial in amount.

SEC Reports and Financial Statements. The Since April 1, 2007, Parent has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Parent SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Parent SEC Filings did not contain Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the Parent SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the Parent SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the Parent, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and audit adjustments). Except as set forth in Parent SEC Reports, Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other adjustments described therein than liabilities or obligations incurred in the notes or schedules theretoOrdinary Course of Business. The unaudited financial statements included in the Parent SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered timely filed with, or made available to furnished to, as applicable, the Company complete and correct copies of SEC all reports registration statements, prospectuses, reports, forms, statements, schedules, certifications and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act since January 1, 2015 (together with all exhibits and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, schedules thereto and all contracts so filed as exhibits are in full force and effectinformation incorporated therein by reference, except those which are expired in accordance with their terms, and neither the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Parent SEC Filings did Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, the Securities Act and the Exchange Act (to the extent then applicable) and (ii)did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited . (b) Each of the consolidated financial statements of (including, in each case, any related notes thereto) contained in or incorporated by reference in the Parent included in SEC Documents (the SEC Filings comply “Parent Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects and in accordance with GAAP the consolidated financial position of Parent and as of the Parent as at the dates respective date thereof and the consolidated results of Parent’s operations and cash flows for the periods then endedindicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) Parent has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) substantially as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent management’s most recently completed assessment of Parent’s internal controls over financial reporting prior to the date hereof, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internals that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial data and (ii) Parent does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. (d) To the Knowledge of Parent as of the date hereof, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to Parent SEC Documents and received by Parent prior to the date hereof. None of Parent SEC Documents filed on or prior to the date hereof is, to the Knowledge of Parent as of the date hereof, subject to normal year-end adjustments and any other adjustments described therein ongoing SEC review or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeinvestigation.

SEC Reports and Financial Statements. The Parent Except as disclosed at Section 3.5 of the Acquiror Disclosure Schedule, Acquiror has heretofore delivered or filed and has made available to the Company complete and correct copies of Target all forms, reports and other filings filed by the Parent with the documents ("Acquiror SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Documents") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filedsince April 1, and all contracts so filed 1996. None of such Acquiror SEC Documents (as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Acquiror SEC Documents). The audited and unaudited consolidated financial statements of the Parent Acquiror included in the any Acquiror SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Document on Form 10-Q or Form 10-K have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-Q of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Acquiror as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and except for the absence of certain footnote information in the unaudited statements. Acquiror does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at June 30, 1999 (including the notes thereto and the other adjustments described therein disclosure made in Acquiror's Form 10-Q for the quarter ended June 30, 1999) included in the Acquiror SEC Documents, or (ii) incurred in the ordinary course of business consistent with past practice since such date, in each case of clauses (i) and (ii) which, individually or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC aggregate, would not have a Material Adverse Effect on or before the Effective TimeAcquiror.

SEC Reports and Financial Statements. (a) The Parent Company and each of its Subsidiaries has heretofore delivered filed or made available to the Company complete furnished all forms, documents and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under it with the Securities Act and Exchange Act Commission (the “SEC”) since such date. All documents that are required to be filed as exhibits to January 1, 2010 (the “Company SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments”). As of their respective datesdates or, if amended, as of the date of such amendment, the Company SEC Filings did not contain Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, there has been no material correspondence between the SEC and the Company since January 1, 2011, that is not available on the SEC’s Electronic Data Gathering and Retrieval database. As of the date of this Agreement, none of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and all such required certifications have been made. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010, and such assessment concluded that such controls were effective. Neither the Company nor, to the knowledge of the Company, 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 would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (c) The audited consolidated financial statements and unaudited interim consolidated financial statements (including all related notes and schedules) of the Parent Company included in the Company SEC Filings comply Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect theretothen in effect, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and such audited financial statements the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the Parentunaudited statements, (ii) to normal recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to the Company), and were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time).

SEC Reports and Financial Statements. The Parent Except as Previously Disclosed, since December 31, 2020, CVCY has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports, the “CVCY SEC Documents”). As of their respective filing dates or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the CVCY SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement Nasdaq Stock Market, and none of the CVCY SEC Documents contained (or, with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as CVCY SEC Documents filed after the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to the CVCY SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. The audited financial statements Since December 31, 2020, neither CVCY nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Parent included in CVCY SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects or other Governmental Authority that such CVCY SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the CVCY’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any CVCY SEC Documents (including the financial statements included therein). No Subsidiary of CVCY is required to file any forms, reports or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent Ophthalmic has heretofore delivered or filed with the SEC, and has made available to the Company complete and correct Premier, copies of all forms, reports and other filings filed by the Parent with the documents ("Ophthalmic SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Reports") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it since September 1, 1994 under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Ophthalmic SEC Reports (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Ophthalmic SEC Report). The audited and unaudited consolidated financial statements of the Parent Ophthalmic included in the any Ophthalmic SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Report on Form 10-QSB or Form 10-KSB have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-QSB of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Ophthalmic as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Except as set forth in Section 4.5 of the Ophthalmic Disclosure Schedule, Ophthalmic does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at November 30, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-QSB for the quarter ended November 30, 1997) included in the Ophthalmic SEC Reports, or schedules thereto. The foregoing representations and warranties (ii) incurred in this Section 5.4 shall also be deemed to be made the ordinary course of business consistent with respect to all filings made with the SEC on or before the Effective Timepast practice since such date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Since the date of its initial public offering, the Company complete and correct copies of all reports and other filings has timely filed by the Parent with the SEC pursuant to the Securities Act all forms and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and the Exchange Act since such date. All documents that are required to be filed as exhibits to (collectively, the "Company SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments"). As of their respective dates, the Company SEC Filings Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (ii) complied as to form in all material respects with the published applicable requirements of the Exchange Act and the Securities Act, as applicable, and the applicable rules and regulations of the SEC with respect thereto, and such audited thereunder. (b) The consolidated financial statements (i) were prepared from included in the books and records of the Parent, (ii) were Company SEC Documents have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein or in and except that the notes or schedules theretoquarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and (iii) fairly present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then endedpresented therein. (c) Schedule 2.5(c) of the Company Disclosure Schedule sets forth a draft consolidated balance sheet of the Company dated as of and as at December 31, subject to normal year-end adjustments 1999 (the "Balance Sheet") and any other adjustments described therein or in draft consolidated statements of income, draft consolidated statements of cash flow and draft consolidated statements of stockholders' equity for the year ended December 31, 1999 (such financial statements, including the notes or schedules thereto, the "Financial Statements"). The unaudited financial statements included in Balance Sheet and the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were Financial Statements have been prepared in accordance with GAAP on a and consistent basis (except as may be indicated therein or with the Company's past practices. The Balance Sheet and the Financial Statements, when presented in final audited form, together with the Company's independent accountant's report thereon and notes or schedules thereto) and (iii) thereto shall present fairly in all material respects the consolidated financial position of the Parent Company and its Subsidiaries as at of the dates thereof and the results of operations and cash flows for the periods then endedindicated therein, subject to normal year-end adjustments shall have been prepared in accordance with GAAP consistently applied with the financial statements and any other adjustments described therein or balance sheets contained in the notes or schedules thereto. The foregoing representations Filed Company SEC Documents and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made consistent with the SEC on or before Balance Sheet and Financial Statements set forth in Schedule 2.5(c) of the Effective TimeCompany Disclosure Schedule.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Except as set forth in Section 3.07(a) of the Company complete Disclosure Schedule, since January 1, 2005, the Company has filed and correct copies of furnished all reports forms, reports, statements, schedules, exhibits and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “SEC Reports”) with the Securities and Exchange Act”), and the rules and regulations thereunder Commission (the “ActsSEC”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it pursuant to the Parent under federal securities Laws and the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and Exchange Act since the published rules and regulations of the SEC thereunder, each as applicable to such date. All documents that are SEC Reports, and (ii) did not contain as of the time they were filed or furnished any untrue statement of a material fact or omitted to state any material fact required to be filed as exhibits stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Filings have Report. The draft Form 10-KSB for the year ended December 31, 2007 set forth in Section 3.07(a) of the Company Disclosure Schedule (the “Draft 2007 10-KSB”) (i) has been so filed, and prepared in all contracts so filed as exhibits are in full force and effect, except those which are expired material respects in accordance with their termsthe requirements of the Exchange Act and the published rules and regulations of the SEC thereunder, each as applicable to annual reports on Form 10-KSB, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did (ii) does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) of the Parent Company included in the SEC Filings comply Reports and the Draft 2007 10-KSB has been prepared in all material respects in accordance with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from as at the books and records date of the Parentfiling of such reports or the date hereof in the case of the Draft 2007 10-KSB, (ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules theretorelated notes) and (iii) present each fairly presents, in all material respects, the consolidated financial position of the Parent as at the dates thereof and the position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods then endedindicated therein (subject, subject in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring year-end adjustments and any other adjustments described therein therein, none of which, individually or in the notes aggregate, has had or schedules theretocould reasonably be expected to have a Company Material Adverse Effect or is otherwise material). The Except as set forth on Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any Indebtedness. (c) Except as disclosed in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise, whether known or unknown), except liabilities or obligations (i) set forth on the face of the December 31, 2007 unaudited financial statements balance sheet (the “Balance Sheet Date”) included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the ParentDraft 2007 10-KSB, (ii) were prepared incurred after the Balance Sheet Date in accordance the ordinary course of business consistent with GAAP on a consistent basis (except as may be indicated therein past practice that have not had and would not be, individually or in the notes aggregate, material, or schedules thereto) and (iii) present fairly incurred in connection with the financial position Transactions as required by the terms of this Agreement. (d) Except as set forth in Section 3.07(d) of the Parent Company Disclosure Schedule, none of the Company or any of its subsidiaries is indebted to any director or officer of the Company or any of its subsidiaries (except for amounts due as at the dates thereof normal salaries and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein bonuses or in reimbursement of ordinary business expenses and directors’ fees as described in Section 3.07(d) of the notes Company Disclosure Schedule) and no such Person is indebted to the Company or schedules thereto. The foregoing representations and warranties any of its subsidiaries, and, except as set forth in the SEC Reports filed prior to the date of this Section 5.4 shall also be deemed to be made with respect to all filings made Agreement, between the date of the Company’s last proxy statement filed with the SEC and the date of this Agreement, there have been no other transactions of the type required to be disclosed pursuant to Item 402 of Regulation S-K promulgated by the SEC. (e) The Company has established and maintains internal control over financial reporting and disclosure controls and procedures; such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, required to be disclosed by the Company in the SEC Reports that it files or submits with the SEC is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the SEC Reports that it files or submits with the SEC is recorded, processed, summarized and reported. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies in the design or before operation of internal controls which could adversely affect the Effective TimeCompany’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since October 20, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.05 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as at the dates thereof and the results a consolidated Subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Effective Timeperiods covered thereby.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the ParentBuyer’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent Buyer under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeClosing Date.

SEC Reports and Financial Statements. The (a) Since February 1, 2019, Parent has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to be filed or furnished prior to the Company complete and correct copies of all reports and other filings filed date hereof by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of Nasdaq, and none of the Form SB-2 Registration Statement Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since February 1, 2019, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent SEC Documents (including the financial statements included therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). (b) The consolidated financial statements (including all related notes and schedules) of Parent included or incorporated by reference in the Parent SEC Filings comply Documents when filed or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited fairly present in all material respects the consolidated financial statements position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the Parentunaudited quarterly financial statements, (iito normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC and to the absence of notes) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or subject, in the notes or schedules thereto) and (iii) present fairly the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited quarterly financial statements, subject to normal year-end audit adjustments and any other adjustments adjustment described therein or in permitted by the notes or schedules thereto. The unaudited financial statements included in rules and regulations of the SEC Filings comply and to the absence of notes). (c) Parent is in compliance in all material respects with the published rules and regulations applicable provisions of the SEC with respect thereto Xxxxxxxx-Xxxxx Act and such unaudited the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements (i) were prepared from that has been filed with or submitted to the books SEC was accompanied by any certifications required to be filed or submitted by Parent’s principal executive officer and records principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither Parent nor, to the Knowledge of Parent, any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iid) were prepared Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules theretoItem 303(a) and (iii) present fairly the financial position of Regulation S-K of the SEC), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and in Parent’s published financial statements or any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the Parent SEC on or before the Effective TimeDocument.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered timely filed with, or made available to furnished to, as applicable, the Company complete and correct copies of SEC all reports registration statements, prospectuses, reports, forms, statements, schedules, certifications and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act since January 1, 2017 (together with all exhibits and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, schedules thereto and all contracts so filed as exhibits are in full force and effectinformation incorporated therein by reference, except those which are expired in accordance with their terms, and neither the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Parent SEC Filings Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, the Securities Act and the Exchange Act (to the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited . (b) Each of the consolidated financial statements of (including, in each case, any related notes thereto) contained in or incorporated by reference in the Parent included in SEC Documents (the SEC Filings comply “Parent Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were was prepared in accordance with Regulation S-X under the Exchange Act and with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Parent and its Subsidiaries’ operations and cash flows for the periods then endedindicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) Parent has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15 and 15d-15 under the Exchange Act) substantially as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent management’s most recently completed assessment of Parent’s internal controls over financial reporting, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal controls that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial data and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. (d) To the knowledge of Parent as of the date hereof, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Parent SEC Documents and received by Parent prior to the date hereof that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. None of the Parent SEC Documents filed on or prior to the date hereof is, to the knowledge of Parent as of the date hereof, subject to normal year-end adjustments and any other adjustments described therein ongoing SEC review or investigation, that would, individually or in the notes aggregate, reasonably be expected to prevent or schedules thereto. The unaudited financial statements included materially delay the consummation of the transactions contemplated by the Transaction Documents. (e) Except as set forth on Section 4.5(e) of the Parent Disclosure Letter, Parent is in the SEC Filings comply in all material respects compliance with the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (NASDAQ except as may be indicated therein would not, individually or in the notes aggregate, reasonably be expected to prevent or schedules thereto) and (iii) present fairly materially delay the financial position consummation of the Parent as at transactions contemplated by the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeTransaction Documents.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Target prior to the Company execution of this Agreement by direction to the SEC’s XXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor or any of its subsidiaries is in default thereunderwith the SEC since May 31, 2013 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”), which are all the documents (other than preliminary material) that Parent and its subsidiaries were required to file with the SEC since that date. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of and unaudited interim financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto and except with respect to unaudited financial statements, including notes thereto, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each subsidiary of Parent is treated as a consolidated subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timecovered thereby.

SEC Reports and Financial Statements. The Parent Company has filed with the SEC, and has heretofore delivered or made available to Parent, true and complete copies of, the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments. As of their respective datesdates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Company SEC Filings Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in the Disclosure Schedules, each of the Company SEC Documents was filed on a timely basis. The audited financial statements Financial Statements have been prepared from, and are in accordance with, the books and records of the Parent included in the SEC Filings Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the period involved (except as may be indicated therein or stated in the notes or schedules theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present fairly the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods then endedreferred to therein, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeadjustments.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each form, report, ------------------------------------ schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent NRLP with the SEC pursuant to since January 1, 1993 as such documents have since the Securities Act and time of their filing been amended, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"NRLP SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which include all of the documents (other than preliminary material) that NRLP was required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed , as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such NRLP SEC Filings did not contain Reports. None of the NRLP 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The audited financial statements of the Parent NRLP included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent NRLP and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended. Except as set forth in Section 4.5 of the NRLP Disclosure Letter, subject since December 31, 1998, neither NRLP nor any of its Subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due, except (a) as and any other adjustments to the extent set forth on the audited balance sheet of NRLP and its Subsidiaries as at December 31, 1998 (including the notes thereto) (the "NRLP Balance Sheet"), (b) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (c) as incurred after December 31, 1998 in the ordinary course of business and consistent with past practices, (d) as described therein in the NRLP SEC Reports or (e) as would not, individually or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentaggregate, (ii) were prepared in accordance with GAAP have a Material Adverse Effect on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeNRLP.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement by direction to the SEC’s EXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC since December 20, 2013 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timecovered thereby.

SEC Reports and Financial Statements. The (a) Since January 1, 2018, Parent has heretofore delivered filed or made available furnished all forms, statements, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the “Parent SEC Documents”). As of their respective filing dates, the Parent SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement NASDAQ, and none of the Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited Since January 1, 2018, Parent has not received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Filings comply Documents when filed complied in all material respects with the applicable accounting requirements and complied as to form with the other published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing and such audited fairly present in all material respects the consolidated financial statements position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the Parentunaudited financial statements, (iito normal year-end audit adjustments, to any other adjustment described therein permitted by the rules and regulations of the SEC and to the absence of notes) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or subject, in the notes or schedules thereto) and (iii) present fairly the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited financial statements, subject to normal year-end adjustments and audit adjustments, to any other adjustments adjustment described therein or in permitted by the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and to the absence of notes). (c) The Parent is not a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such unaudited Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Parent in the Parent’s published financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the any Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeDocuments.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since January 1, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file or did file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole)) present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.05 of the Parent Disclosure Letter, each Significant Subsidiary of Parent is treated as at the dates thereof and the results a consolidated subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Effective Timeperiods covered thereby.

SEC Reports and Financial Statements. The Parent Except for the annual report on Form 10-K for the year ended December 31, 2013 (the “2013 10-K”), OICco has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent OICco in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “OICco SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the OICco SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such OICco SEC Reports and, except to the extent that information contained in any OICco SEC Report has been revised or superseded by a later OICco SEC Report filed and publicly available prior to the date of this Agreement, none of the OICco SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent OICco included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentOICco, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent OICco and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes OICco SEC Reports, OICco has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly all material contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the financial position SEC. While the 2013 10-K has not been timely filed, OICco shall cause the 2013 10-K to be filed at the earliest practicable time. In addition, if at any time prior to closing should OICco become delinquent in any required filings with the SEC, OICco represents and warrants that such filings shall be brought current in no less than 20 business days from the due date. Until such time as the filing is brought current, OICco will promptly file any and all reports required to advise the SEC of the Parent as at failure to file the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timereports when due.

SEC Reports and Financial Statements. The (a) Since January 1, 2017, Parent has heretofore delivered timely filed or made available to the Company complete furnished all forms, statements, documents and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filed(such forms, statements, documents and all contracts so filed as exhibits are in full force and effectreports, except those which are expired in accordance with their terms, and neither the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective datesfiling dates the Parent SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act, the Exchange Act, as the case may be, and the listing and corporate governance rules and regulations of the NYSE and the TSX, and none of the Parent SEC Filings did Documents contained (or, with respect to Parent SEC Documents filed after the date hereof, will not contain contain) any untrue statement of a material fact or omitted to state (or, with respect to Parent SEC Documents filed after the date hereof, will omit to state a state) any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in Parent SEC Documents filed or furnished on a later date (but before the date hereof) will be deemed to modify information as of an earlier date. The audited financial statements Parent has made available to the Company copies of all comment letters received by Parent from the SEC since January 1, 2017 relating to the Parent SEC Documents, together with all written responses of Parent thereto. Since January 1, 2017, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). No Parent Subsidiary is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) The financial statements included in the Parent SEC Filings comply Documents (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with (A) the books and records of Parent and the Parent Subsidiaries and (B) GAAP applied on a consistent basis (except as may be indicated therein or in during the notes or schedules thereto) periods involved and (iii) fairly present fairly in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as at of the dates thereof and the their consolidated results of operations and cash flows of Parent and the Parent Subsidiaries as of the dates or for the periods then endedpresented therein, subject all in accordance with GAAP (subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein or in the notes or schedules theretoabsence of notes). The unaudited No financial statements of any Person, other than a Parent Subsidiary, are required by GAAP to be included in the SEC Filings comply financial statements. (c) Parent is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by Parent’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act, as applicable, and, at the time of filing or submission of each such certification, such certification complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Neither Parent nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents. (e) Since January 1, 2017, Parent has timely filed all forms, statements, documents and reports required to be filed by it with the Canadian Securities Administrators (such forms, statements, documents and reports, the “Parent CSA Documents”). As of their respective filing dates the Parent CSA Documents (including amendments) complied in all material respects with the applicable requirements of Canadian Securities Laws and the listing and corporate governance rules and regulations of the SEC with respect thereto TSX, and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position none of the Parent as at CSA Documents contained (or, with respect to Parent CSA Documents filed after the dates thereof and date hereof, will not contain) any untrue statement of a material fact or omitted to state (or, with respect to Parent CSA Documents filed after the results of operations and cash flows for the periods then endeddate hereof, subject will omit to normal year-end adjustments and state) any other adjustments described material fact required to be stated therein or necessary to make the statements therein, in light of the notes or schedules thereto. The foregoing representations and warranties circumstances under which they were made, not misleading, except that information set forth in this Section 5.4 shall also Parent CSA Documents filed on a later date (but before the date hereof) will be deemed to be made with respect to all filings made with the SEC on or before the Effective Timemodify information as of an earlier date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company (a) A true and complete and correct copies copy of all reports each annual, quarterly and other filings report, registration statement, and definitive proxy statement filed by the Parent with the SEC pursuant since January 31, 2010 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the United States Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports Parent SEC Documents, and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all none of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with Documents contained on their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. , except to the extent corrected by a subsequently filed Parent SEC Document. (b) The audited financial statements of the Parent included in the Parent SEC Filings comply Documents (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes or schedules thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (iii) present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods then endedindicated (subject to, subject to in the case of unaudited statements, normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations audit adjustments). (c) As of the SEC with respect thereto and such unaudited financial statements (i) were prepared from date hereof, Parent is not aware of any facts that would reasonably be expected to cause it to be ineligible to file the books and records Form S-3 Registration Statement contemplated by the Registration Rights Agreement or to have to delay or suspend the effectiveness of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeForm S-3 Registration Statement.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the Execution Date, and shall deliver to the Company through the Closing Date, by direction to the SEC’s XXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed or to be filed by the Parent or any of its Subsidiaries with the SEC pursuant since December 31, 2008 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”), which are all the documents (other than preliminary material) that Parent and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedcase may be, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules theretoParent Financial Statements for all periods covered thereby. The unaudited financial statements included Parent is not a “Shell Company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. At all times since at least August 21, 2008, Parent has: (a) been engaged in the SEC Filings comply in all material respects with business of commercializing the published rules Safe Cell Tab product; (b) pursued a bona fide business strategy to market, sell and regulations distribute the Safe Cell Tab product on a worldwide basis through multiple distribution partners; (c) had a continuing plan of the SEC with respect thereto operation that is and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP has been carried out on a consistent basis basis; (except as may be indicated therein d) acquired, held and disposed of its assets in a manner that is and has been consistent with its plan of operation; (e) operated continuously and without material interruption or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made disruption with respect to all filings the Safe Cell Tab business; (f) has made with sales of the SEC on or before the Effective TimeSafe Cell Tab product; and (g) has generated revenues and made expenditures in connection its operating activities.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or made available to filed with the Company complete and correct SEC copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsAutobytel SEC Documents”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings “Autobytel Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as of December 31, 2003 (including the notes or schedules thereto. The unaudited financial statements thereto and the other disclosures made in Autobytel’s Form 10-K for the year ended December 31, 2003, the “Autobytel Balance Sheet”) included in the Autobytel SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the ParentDocuments, or (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or incurred in the notes or schedules thereto) and (iii) present fairly the financial position ordinary course of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made business consistent with respect to all filings made with the SEC on or before the Effective Timepast practice since such date.

SEC Reports and Financial Statements. (i) The Parent Company has heretofore filed all forms, reports, statements, schedules and other documents (the "SEC Reports") with the Securities and Exchange Commission required to be filed by it pursuant to the federal securities laws and the Securities and Exchange Commission rules and regulations thereunder on or after January 1, 2001. Copies of all such SEC Reports have either been delivered or made available to the Company complete and correct copies of all Purchasers or such SEC reports and other filings filed by the Parent with the SEC pursuant to can be obtained from the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”)Commission. The SEC Filings constitute Reports, as well as all of the forms, reports, statements, schedules and other documents required to be filed by the Parent under Company with the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits Commission after the date hereof and prior to the Closing Date (the "Future SEC Filings have been so filedReports"), (a) were and will be prepared in all contracts so filed as exhibits are in full force and effect, except those which are expired material respects in accordance with their terms, and neither Parent nor any the requirements of its subsidiaries is in default thereunder. As of their respective datesthe Securities Act, the Securities Exchange Act and the published rules and regulations of the Securities and Exchange Commission thereunder, each as applicable to such SEC Filings Reports and such later filed Future SEC Reports and (b) did not and will not as of 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 light of the circumstances under which they were and will be made, not misleading. The audited No Subsidiary of the Company is subject to the periodic reporting requirements of the Securities Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the Securities and Exchange Commission with respect to any of the SEC Reports. (ii) Each of the consolidated financial statements (including, in each case, any notes thereto) of the Parent Company included in the SEC Filings comply Reports or any Future SEC Report has been, and in the case of any Future SEC Report will be, prepared in all material respects in accordance with the published rules and regulations of the SEC with respect thereto, Securities and such audited financial statements Exchange Commission (iincluding Regulation S-X) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules theretorelated notes) and (iii) present each fairly presents, in all material respects, the consolidated financial position of the Parent as at the dates thereof and the position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods then endedindicated therein, subject except as otherwise set forth in the notes thereto (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included adjustments). (iii) Except as set forth in the SEC Filings comply Reports and Financial Statements Schedule, neither the Company nor any of its Subsidiaries is indebted to any director or officer of the Company or any of its Subsidiaries (except for amounts due as normal salaries and bonuses, in all material respects reimbursement of ordinary business expenses and directors' fees) and no such person is indebted to the Company or any of its Subsidiaries, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K promulgated by the Securities and Exchange Commission. (iv) The Company has heretofore furnished or made available to the Purchasers a complete and correct copy of any amendments or modifications which have not yet been filed with the published Securities and Exchange Commission to SEC Reports which previously had been filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act and the rules and regulations of promulgated thereunder or the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof Securities Exchange Act and the results of operations rules and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeregulations promulgated thereunder.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company (a) A true and complete copy of each quarterly report and correct copies of all reports and other filings registration statement filed by the Parent with the SEC pursuant since the initial public offering of Parent Common Stock on January 1, 2017 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports Parent SEC Documents, and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all none of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with Documents contained on their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited , except to the extent corrected by a subsequently filed Parent SEC Document. (b) Except as set forth in any Parent SEC Document, the financial statements of Parent, including the Parent notes thereto, included in the Parent SEC Filings comply in all material respects with Documents (the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i“Parent Financial Statements”) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except complied as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records as of the Parenttheir respective dates, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods then endedindicated (subject to, subject to in the case of unaudited statements, normal and recurring year-end adjustments audit adjustments). (c) Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and any other adjustments described therein 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent that could have a material effect on the Parent Financial Statements. Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably designed to provide reasonable assurance that all material information required to be disclosed by Parent in the notes reports that it files or schedules theretofurnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The foregoing representations and warranties Since December 31, 2014, neither Parent nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in this Section 5.4 shall also be deemed the design or operation of internal control over financial reporting utilized by Parent; (B) any illegal act or fraud, whether or not material, that involves Parent or its management or other employees; or (C) any claim or allegation regarding any of the foregoing. There are no outstanding loans made by Parent or any of its direct or indirect subsidiaries to be made with respect to all filings made with any executive officer (as defined in Rule 3b-7 under the SEC on Exchange Act) or before the Effective Timedirector of Parent.

SEC Reports and Financial Statements. (a) The Parent has heretofore delivered or made available to the Company complete and correct copies of filed all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it with the Parent SEC, and has made available to the Company true and complete copies of all such forms, reports, schedules, statements and other documents filed by it since January 1, 2006, under the Exchange Act or the Securities Act (such forms, reports, schedules, statements and Exchange Act since such dateother documents, including any financial statements or schedules included therein, are referred to as the “Parent SEC Documents”). All documents that are required to be filed Except as exhibits set forth in Schedule 4.6(a) of the Parent Disclosure Schedule each of the Parent SEC Documents, except to the extent that information contained in any Parent SEC Filings have Document has been so revised, at the time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinmade, in light of the circumstances under which they such statements were made, not misleading. The audited financial statements of misleading with respect to the period covered by such Parent included in the SEC Filings comply Document and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Parent is required to file any form, report or other document with the SEC. To the Parent’s Knowledge, the Parent does not have any comments from the SEC with respect to any of the Parent SEC Documents filed since August 2004 which are outstanding or have not been adequately addressed, nor has it received letters from the SEC requesting information or otherwise inquiring as to any matters affecting the Parent which has not been adequately addressed. None of the Parent SEC Documents is the subject of any confidential treatment request by the Parent. (b) Except as set forth in Schedule 4.6(b) of the Parent Disclosure Schedule, the consolidated financial statements included in the Parent SEC Documents have complied as of their respective dates in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements of the Parent, as permitted by SEC Forms 10-Q and 8-K) and fairly present in all material respects (iii) present fairly subject, in the financial position case of the Parent as at unaudited statements, to normal, recurring audit adjustments) the dates thereof and the consolidated financial position, results of operations and cash flows of the Parent at the respective dates of and for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or presented in the notes or schedules thereto. Parent SEC Documents. (c) The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations management of the SEC with respect thereto and such unaudited financial statements Parent has (i) were prepared from implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the books and records Exchange Act) to ensure that material information relating to the Parent, including the consolidated Parent Subsidiaries, is made known to the management of the Parent, and (ii) were prepared in accordance with GAAP has disclosed, based on a consistent basis (except as may be indicated therein or in its most recent evaluation, to the notes or schedules thereto) Parent’s outside auditors and (iii) present fairly the financial position audit committee of the Parent as at the dates thereof Board (A) all significant deficiencies and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or material weaknesses in the notes design or schedules thereto. The foregoing representations operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and warranties report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Parent’s or any of the Parent’s Subsidiaries’ internal controls over financial reporting. (d) Except as otherwise permitted by this Section 5.4 shall also be deemed to be made with Agreement, there are no “off balance sheet arrangements” (as defined by item 303(a)(4) of Regulation S-K promulgated by the SEC) in respect to all filings made with of the SEC on or before the Effective TimeParent and its Subsidiaries.

SEC Reports and Financial Statements. The Parent Since April 30, 2001, Buyer has heretofore delivered or made available to filed with the Company complete Securities and correct copies of Exchange Commission (the "SEC") all reports and other filings required to be filed by the Parent Buyer in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “"Buyer SEC Filings”Reports"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Buyer SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Buyer SEC Reports and, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later Buyer SEC Report filed and publicly available prior to the date of this Agreement (a "Buyer Filed SEC Document"), none of Buyer SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of Buyer for the Parent year ended December 31, 2000 (included in Buyer's Form 8-K filed May 14, 2001) and for the SEC Filings comply in all material respects with the published rules quarters ended March 31, 2001 and regulations of the SEC with respect theretoJune 30, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) 2001 were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Buyer and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and audit adjustments). Except as set forth in Buyer SEC Reports, neither Buyer nor any of Buyer's subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other adjustments described therein than liabilities or obligations incurred in the notes ordinary course of business. None of Buyer's subsidiaries is required to file any forms, reports or schedules theretoother documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act. The unaudited financial statements included in the Buyer SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the ParentBuyer's 2000 Director Stock Option Plan, (ii) were prepared transactions with affiliates (other than the agreement with IntraNet Solutions, Inc., as described in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Buyer's press release dated August 23, 2001), and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated under the SEC on or before the Effective TimeSecurities Act.

SEC Reports and Financial Statements. The Parent Since January 1, 2001, Wizzard has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Wizzard in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “"Wizzard SEC Filings”Reports"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Wizzard SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Wizzard SEC Reports and, except to the extent that information contained in any Wizzard SEC Report has been revised or superseded by a later Wizzard SEC Report filed and publicly available prior to the date of this Agreement, none of the Wizzard SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Wizzard included in the Wizzard SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and records other financial Records of the ParentWizzard, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Wizzard and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Wizzard SEC Reports, Wizzard has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the Wizzard SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Except as set forth in the Company complete Cal ------------------------------------ Jockey Disclosure Schedules, each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent Cal Jockey with the SEC pursuant since December 31, 1995 and prior to the Securities Act date hereof (as such documents have been amended prior to the date hereof and relate to Cal Jockey, collectively, the "Cal Jockey SEC -------------- Reports"), as of their respective dates, complied in all material respects with ------- the applicable requirements of the Securities Act, the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (thereunder. Except as set forth in the “Acts”) since and including the effective date Cal Jockey Disclosure Schedules, none of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein Cal Jockey SEC Reports, as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The audited consolidated financial statements of the Parent Cal Jockey and its subsidiaries included in the SEC Filings such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) present fairly the respective consolidated financial position of the Parent Cal Jockey and its subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in the Cal Jockey Disclosure Schedule, subject since December 31, 1995, neither Cal Jockey nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of Cal Jockey and any other adjustments described therein its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and consistent with past practices, (B) are disclosed in the Cal Jockey SEC Reports filed after June 30, 1996, or (C) would not, individually or in the notes or schedules theretoaggregate, have a Cal Jockey Material Adverse Effect. The unaudited financial statements included Since December 31, 1995, there has been no change in the SEC Filings comply in all material respects with the published rules and regulations any of the SEC with respect thereto and such unaudited financial statements significant accounting (iincluding tax accounting) were prepared from the books and records policies, practices or procedures of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein Cal Jockey or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timematerial subsidiary.

SEC Reports and Financial Statements. The Parent Ophthalmic has heretofore delivered or filed with ------------------------------------ the SEC, and has made available to the Company complete and correct Premier, copies of all forms, reports and other filings filed by the Parent with the documents ("Ophthalmic SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Reports") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it since September 1, 1994 under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Ophthalmic SEC Reports (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Ophthalmic SEC Report). The audited and unaudited consolidated financial statements of the Parent Ophthalmic included in the any Ophthalmic SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Report on Form 10-QSB or Form 10-KSB have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-QSB of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Ophthalmic as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Except as set forth in Section 4.5 of the Ophthalmic Disclosure Schedule, Ophthalmic does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at November 30, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-QSB for the quarter ended November 30, 1997) included in the Ophthalmic SEC Reports, or schedules thereto. The foregoing representations and warranties (ii) incurred in this Section 5.4 shall also be deemed to be made the ordinary course of business consistent with respect to all filings made with the SEC on or before the Effective Time.past practice since such date

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Reitco and Opco have filed with the Company complete and correct copies of SEC, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act either of them and Exchange Act their respective Subsidiaries since January 1, 1997 (as such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedamended since the time of their filing, and all contracts so filed as exhibits are in full force and effectcollectively, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderthe "Reitco SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Reitco SEC Filings Documents, including, without limitation, any financial statements or schedules included therein and any forms, reports and other documents filed by Reitco or Opco with the SEC after the date of this Agreement (a) did not and does not as of the 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 therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings misleading and (b) complied or will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) Each of the financial statements included in the Reitco SEC Documents has been prepared from, and is in accordance with, the books and records of Reitco and Opco and their respective consolidated Subsidiaries complies as to form, as of its respective date of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly presents in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended(and changes in financial position, subject to normal year-end adjustments if any) of Reitco, Opco and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent their respective consolidated Subsidiaries as at the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein. Except (i) as reflected in such financial statements or the notes thereto, subject to normal year-end adjustments and any other adjustments described therein (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or in the notes La Quinta Transaction and (iii) for liabilities and obligations incurred since December 31, 1996 in the ordinary course of business consistent with past practice, none of Reitco, Opco or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed any of their respective Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by GAAP to be made with respect reflected in a consolidated balance sheet of Reitco, Opco or their respective consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to all filings made with the SEC on or before the Effective Timehave a Reitco Material Adverse Effect.

SEC Reports and Financial Statements. The Parent (a) Except as set forth in Section 2.5(a) of the Company Disclosure Schedules, since January 1, 2015, the Company has heretofore delivered timely filed or made available furnished (subject to and including the extension periods permitted under, and in compliance with, Rule 12b-25 promulgated under the Exchange Act) with the SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by the Company with the SEC from and after January 1, 2015. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company complete SEC Reports filed on or prior to the Agreement Date have complied, and correct copies each Company SEC Report filed subsequent to the date hereof will comply, in all material respects as to form with the requirements of all the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports filed on or prior to the Agreement Date contained at the time it was filed, and none of the Company SEC Reports filed subsequent to the date hereof will contain at the time it is filed, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports and or other filings filed by the Parent documents with the SEC pursuant to Section 13 or 15 of the Securities Act and the Securities Exchange Act of 1934Act. (b) Each Company SEC Report that is a registration statement, as amended (or supplemented, if applicable, filed pursuant to the “Exchange Securities Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date as of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (date such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedregistration statement or amendment became effective, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading. (c) The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in light each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included Company contained in the Company SEC Filings Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein or in to the notes or schedules theretoextent required by GAAP) and (iii) present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods then endedpresented therein (subject, subject in the case of unaudited statements, to normal year-end adjustments adjustments). Except as reflected in the Company Financial Statements or for liabilities incurred since the Company Balance Sheet Date in the ordinary course of business, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and any other adjustments described therein the Company Subsidiaries or in the notes thereto which, individually or schedules thereto. in the aggregate, has had a Company Material Adverse Effect. (d) The unaudited Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and a system of internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15(f) under the Exchange Act) that are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements included in conformity with generally accepted accounting principles in the United States, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. Except as disclosed in Company SEC Filings comply Reports, as of December 31, 2017, (i) no material weakness or significant deficiency was identified in management’s assessment in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) no fraud, to the Knowledge of the Company, whether or not material, was identified involving management or other employees who have a significant role in internal controls (nor has any such weakness, deficiency or fraud been identified between that date and the Agreement Date). (e) The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the published rules and regulations Xxxxxxxx-Xxxxx Act. (f) There are no unconsolidated Company Subsidiaries or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K of the SEC with respect thereto that have not been described in the Company SEC Reports. (g) The Company has previously made available to Parent true and such unaudited financial statements (i) were prepared complete copies of all comment letters received from the books SEC and records its responses thereto, to the extent that such letters and responses have not been published on the SEC’s XXXXX site. As of the ParentAgreement Date, there are no outstanding or unresolved comments in letters received from the SEC (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position staff of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made SEC) with respect to all filings made with the Company SEC on or before the Effective TimeReports.

SEC Reports and Financial Statements. The Parent Since July 16, 2008, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Purchase Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Purchase Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The Parent Odyssey has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Odyssey in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Odyssey SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Odyssey SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Odyssey SEC Filings did not contain Reports and, except to the extent that information contained in any Odyssey SEC Report has been revised or superseded by a later Odyssey SEC Report filed and publicly available prior to the date of this Agreement, none of the Odyssey SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Odyssey included in the Odyssey SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentOdyssey, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Odyssey and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Odyssey SEC Reports, Odyssey has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business since the Odyssey Balance Sheet Date. The unaudited financial statements included in the Odyssey SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Effective TimeSEC.

SEC Reports and Financial Statements. The (a) Since January 1, 1998, Parent has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports forms, reports, schedules, registration statements, definitive proxy statements and other filings documents (the "PARENT SEC REPORTS") required to be filed by the Parent with the SEC pursuant SEC. As of their respective dates and, if amended or superseded by a subsequent filing prior to the Securities date of this Agreement or the Effective Time, then as of the date of such filing, the Parent SEC Reports complied or will comply in all material respects with the requirements of the '33 Act, the '34 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Parent SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedReports, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither none of Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not Reports contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited financial statements None of Parent Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the '34 Act. (b) The Consolidated Balance Sheets and the related Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flows (including, in each case, any related notes and schedules thereto) (collectively, the "PARENT FINANCIAL STATEMENTS") of Parent included contained in the Parent SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were Reports have been prepared from the books and records of Parent and its consolidated subsidiaries, and the Parent, (ii) were prepared Parent Financial Statements present fairly in accordance all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Parent and its consolidated subsidiaries as of the dates thereof or for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise noted therein, including the related notes, and subject, in the notes or schedules thereto) and (iii) present fairly the case of quarterly financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedstatements, subject to normal and recurring year-end adjustments that have not been and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed are not expected to be made with respect to all filings made with the SEC on or before the Effective Timematerial in amount).

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since October 20, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, (ii) that were required to be filed were timely filed, and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent is eligible to use Form S-3 pursuant to the rules therefor promulgated by the SEC. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.5 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as at the dates thereof and the results a consolidated Subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Effective Timeperiods covered thereby.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available provided to Ad-Vantage prior to the Company execution of this Agreement by direction to the SEC’s XXXXX website and Pink OTC Markets Inc.’s website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC or Pink OTC Markets Inc. since January 13, 2010 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC or Pink OTC Markets Inc. since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timecovered thereby.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act all forms, reports, schedules, registration statements and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents definitive proxy statements required to be filed by it with the Parent under SEC since June 9, 2000 (as amended since the Securities Act time of their filing and Exchange Act since such date. All documents that are required to be filed as exhibits prior to the date hereof, collectively, the “PARENT SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderREPORTS”). As of their respective dates, the Parent SEC Filings did not contain Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act applicable, as the case may be, to such Parent SEC Reports, and none of the Parent SEC Reports contained, at the time they were filed or at the time they became effective, as the case may be, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements of the Parent (including any related notes) included in the Parent SEC Filings comply Reports (the “PARENT FINANCIAL STATEMENTS”) fairly present in all material respects the consolidated financial position, results of the consolidated operations and changes in stockholders’ equity and cash flows of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, ; and each of such audited financial statements (iincluding the related notes, where applicable) were prepared from the books and records of the Parent, (ii) were has been prepared in accordance with U.S. GAAP consistently applied on a consistent basis (except during the periods involved, except, in each case, as may be indicated therein in such statements or in the notes or schedules thereto) , and (iii) present fairly the provided that unaudited interim financial position of the Parent as at the dates thereof statements may not contain footnotes and the results of operations and cash flows for the periods then ended, may be subject to normal year-end adjustments and any other adjustments described therein audit adjustments. Except as fully reflected or reserved against in the notes or schedules thereto. The unaudited financial statements Parent Financial Statements included in the SEC Filings comply Parent’s Quarterly Report on Form 10-Q for the period ended September 30, 2002 through the date hereof, neither Parent nor any of its Subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and which have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) applicable legal and (iii) present fairly the financial position of the Parent as at the dates thereof accounting requirements and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timereflect only actual transactions.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company (a) A true and complete copy of each quarterly report and correct copies of all reports and other filings registration statement filed by the Parent with the SEC pursuant since the initial public offering of Parent Common Stock on September 28, 2017 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports Parent SEC Documents, and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all none of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with Documents contained on their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited , except to the extent corrected by a subsequently filed Parent SEC Document. (b) Except as set forth in any Parent SEC Document, the financial statements of Parent, including the Parent notes thereto, included in the Parent SEC Filings comply in all material respects with Documents (the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i“Parent Financial Statements”) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except complied as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records as of the Parenttheir respective dates, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods then endedindicated (subject to, subject to in the case of unaudited statements, normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeaudit adjustments).

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered filed or made available to the Company complete and correct copies of furnished all reports forms, statements, reports, schedules, prospectuses, registration statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by Parent with, or furnished by Parent to, the Parent under SEC since August 13, 2021 pursuant to the Securities Act and or the Exchange Act since (such date. All documents that are required to be filed as forms, statements, reports, schedules, prospectuses, registration statements and documents, together with any exhibits to and schedules thereto and other information incorporated therein, the “Parent SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments”). As of their respective datesfiling dates (and as of the date of any amendment), each Parent SEC Document complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and SOX, as the case may be. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Parent SEC Filings Document did 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 therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. (b) The audited financial statements of the Parent included in the Parent SEC Filings Documents comply as to form in all material respects with the published rules and regulations of the SEC SEC, including Regulation S-X under the Securities Act, with respect theretothereto and all applicable accounting requirements under GAAP, and such audited financial statements as in effect at the time of filing (i) were prepared from or to the books and records of the Parent, (ii) were prepared extent corrected by a subsequent restatement in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in and the notes or schedules thereto) rules and (iii) present fairly the financial position regulations of the SEC). (c) Since August 13, 2021, Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply has complied in all material respects with the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto Nasdaq Global Market. (d) Except to the extent as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act and such unaudited financial statements a “foreign private issuer” within the meaning of the Exchange Act, Parent has established and maintains (i) were prepared from disclosure controls and procedures (as defined in Rule 13a-15(e) under the books Exchange Act and records of the Parent, (ii) were prepared a system of internal control over financial reporting (as defined in accordance with GAAP on a consistent basis (except as may Rule 13a-15(f) under the Exchange Act). Parent’s disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, and other material information required to be indicated therein or disclosed by Parent in the notes reports and other documents that it files or schedules thereto) furnishes under the Exchange Act is recorded, processed, summarized and (iii) present fairly reported within the financial position time periods specified in the rules and forms of the Parent SEC, and that all such material information is accumulated and communicated to Parent’s management, including its principal executive officer and its principal financial officer, as at the dates thereof and the results of operations and cash flows for the periods then ended, subject appropriate to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeallow timely decisions regarding required disclosure.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act all forms, reports, schedules, registration statements and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents definitive proxy statements required to be filed by it with the Parent under SEC since June 9, 2000 (as amended since the Securities Act time of their filing and Exchange Act since such date. All documents that are required to be filed as exhibits prior to the date hereof, collectively, the "Parent SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderReports"). As of their respective dates, the Parent SEC Filings did not contain Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act applicable, as the case may be, to such Parent SEC Reports, and none of the Parent SEC Reports contained, at the time they were filed or at the time they became effective, as the case may be, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements of the Parent (including any related notes) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") fairly present in all material respects the consolidated financial position, results of the consolidated operations and changes in stockholders' equity and cash flows of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, ; and each of such audited financial statements (iincluding the related notes, where applicable) were prepared from the books and records of the Parent, (ii) were has been prepared in accordance with U.S. GAAP consistently applied on a consistent basis (except during the periods involved, except, in each case, as may be indicated therein in such statements or in the notes or schedules thereto) , and (iii) present fairly the provided that unaudited interim financial position of the Parent as at the dates thereof statements may not contain footnotes and the results of operations and cash flows for the periods then ended, may be subject to normal year-end adjustments and any other adjustments described therein audit adjustments. Except as fully reflected or reserved against in the notes or schedules thereto. The unaudited financial statements Parent Financial Statements included in the SEC Filings comply Parent's Quarterly Report on Form 10-Q for the period ended September 30, 2002 through the date hereof, neither Parent nor any of its Subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and which have not had and would not reasonably be expected to have a Parent Material Adverse Effect. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) applicable legal and (iii) present fairly the financial position of the Parent as at the dates thereof accounting requirements and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timereflect only actual transactions.

SEC Reports and Financial Statements. The Parent Since December 31, 1997, CIBER has heretofore delivered or made available to the Company complete and correct copies of filed all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by CIBER with the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderSEC. As of their respective dates, the CIBER SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent CIBER included in the CIBER SEC Filings comply Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly in all material respects the consolidated financial position of the Parent CIBER and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of CIBER and any other adjustments described therein its consolidated subsidiaries or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentwhich, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein individually or in the notes or schedules thereto) and (iii) present fairly the financial position aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedCIBER Subsidiaries is required to file any forms, subject to normal year-end adjustments and any reports or other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made documents with the SEC on pursuant to Sections 12 or before 15 of the Effective TimeExchange Act.

SEC Reports and Financial Statements. The Parent Acquiror has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and Exchange Act since such dateor the Securities Act. All documents that are required to be Attached hereto as Exhibit C is a copy, without exhibits, of the Acquiror's Annual Report for the fiscal year ended December 31, 2000 and its Quarterly Report for the quarter ended June 30, 2001, which were filed as exhibits to with the SEC Filings have been so filedunder the Exchange Act (collectively, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderthe "Acquiror SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Acquiror SEC Filings Documents, including, without limitation, any financial statements or schedules included therein did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Each of the Parent consolidated balance sheets (including the related notes) included in the Acquiror SEC Filings comply Documents fairly presents in all material respects with the published rules financial position of Acquiror and regulations its consolidated Subsidiaries as of the SEC with respect theretorespective dates thereof, and such audited financial the other related statements (iincluding the related notes) were prepared from included therein fairly present in all material respects the books results of operations and records cash flows of Acquiror and its consolidated Subsidiaries for the respective periods or as of the Parent, respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (iiincluding the related notes) were included in the Acquiror SEC Documents has been prepared in all material respects in accordance with GAAP applied on a consistent basis (during the periods involved, except as may be indicated otherwise noted therein or and subject, in the notes or schedules thereto) case of unaudited interim financial statements, to normal year-end adjustments. Except as noted therein, the audited consolidated and consolidating financial statements and the unaudited consolidated and consolidating financial statements in the Acquiror SEC Documents (iii) present the "Acquiror Financial Statements" have been prepared in accordance with GAAP and fairly present, in all material respects, the financial position of the Parent Acquiror as at of the dates thereof and the results of its operations and cash flows for the periods then endedended subject, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeunaudited financial statements, to normal year end adjustments.

SEC Reports and Financial Statements. The Parent Company has heretofore delivered or otherwise made available to Purchaser prior to the Company execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent Company or any of its Subsidiaries with the SEC pursuant to since January 1, 1996, (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Company SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date which, except as disclosed in Section 3.08 of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute Company Disclosure Schedule, are all of the documents (other than preliminary material) that the Company and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed Except as exhibits to disclosed in Section 3.08 of the Company Disclosure Schedule, and in the cases where the Company SEC Filings Reports have been so filedamended, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Company SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed in Section 3.08(b) of the Company Disclosure Schedule, the audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Company SEC Filings comply Reports (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects (iii) present fairly subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, material to the consolidated financial position of the Parent Company and its consolidated Subsidiaries taken as a whole) the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 3.08(b) of the Company Disclosure Schedule, subject to normal year-end adjustments and any other adjustments described therein or each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Company Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timecovered thereby.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or made available to filed with the Company complete and correct SEC copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsAutobytel SEC Documents”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) 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 light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings “Autobytel Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as of December 31, 2003 (including the notes or schedules thereto. The unaudited financial statements thereto and the other disclosures made in Autobytel’s Form 10-K for the year ended December 31, 2003, the “Autobytel Balance Sheet”) included in the Autobytel SEC Filings comply Documents, or (ii) incurred in the ordinary course of business consistent with past practice since such date. Since December 31, 2003, there has not occurred any change, event or condition that has resulted or is reasonably likely to result in a Material Adverse Effect on Autobytel, and since December 31, 2003, Autobytel has conducted its business consistent, in all material respects respects, with the published rules and regulations description thereof contained in its Form 10-K for the year ended December 31, 2003. Autobytel is in compliance, in all material respects, with all applicable requirements of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules theretoNasdaq National Market. The foregoing representations and warranties in this Section 5.4 shall also be deemed Nasdaq National Market is the only exchange on which Autobytel has applied to be made with respect to all filings made with the SEC on or before the Effective Timelist its shares of common stock.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2019, Buyer has heretofore delivered timely filed or made available furnished all forms, statements, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the “Buyer SEC Documents”) As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act Act, the Exchange Act, and the Securities Exchange Act of 1934SOX, as amended (the “Exchange Act”)case may be, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Buyer SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedDocuments, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2019, neither Buyer nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Buyer SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Authority that such Buyer SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Buyer’s knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Buyer SEC Documents (including the financial statements included therein). (b) The audited financial statements of the Parent Buyer included in the Buyer SEC Filings comply Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes or schedules thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Buyer’s operations and cash flows for the periods then endedindicated (subject to, subject to in the case of unaudited statements, normal and recurring year-end adjustments audit adjustments). (c) The Buyer Shares have been duly authorized, and any other adjustments described therein or in upon issuance at Closing, the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules Buyer Shares will be validly issued, fully paid and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal yearnon-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Timeassessable.

SEC Reports and Financial Statements. The Parent Tyler has heretofore delivered timely filed or made available to the Company complete and correct copies of otherwise transmitted all reports forms, reports, statements, certifications, and other filings documents (including all exhibits, supplements, and amendments thereto) required to be filed by the Parent Tyler with the SEC pursuant since December 31, 2011 (collectively, with any amendments thereto, the “SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each as in effect on the rules and regulations thereunder (the “Acts”) since and including the effective date so filed. None of the Form SB-2 Registration Statement with respect SEC Reports contained, when filed as finally amended prior to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain 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 were made, not misleading. The audited financial statements Each of (a) the Parent consolidated balance sheets included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and in accordance with the books and records of the Parent, (ii) were prepared Tyler and in accordance with GAAP applied on a consistent basis (except as may be indicated therein or and fairly present, in all material respects, the notes or schedules thereto) and (iii) present fairly the consolidated financial position of the Parent as Tyler at the respective dates thereof and (b) the related consolidated statements of comprehensive income and cash flows included in the SEC Reports (including any related notes and schedules) were prepared from and in accordance with the books and records of Tyler and in accordance with GAAP and fairly present, in all material respects, the results of operations and cash flows of Tyler for the periods then endedindicated (subject, subject in the case of the unaudited financial statements referenced in each of clauses (a) and (b), to normal recurring year-end audit adjustments and any other adjustments described therein or in the notes or schedules theretoabsence of full footnote disclosure. The unaudited Tyler maintains a system of internal accounting controls sufficient to provide reasonable assurance that Tyler’s material transactions are recorded as necessary to permit preparation of financial statements included in the SEC Filings comply in all material respects conformity with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective TimeGAAP.

SEC Reports and Financial Statements. The Parent (a) Veracyte has heretofore delivered or made available to the Company complete and correct copies of filed all reports reports, schedules, forms, statements and other filings documents required to have been filed by it under the Parent with Exchange Act as of the SEC date hereof, including pursuant to Section 13(a) or 15(d) thereof, for at least 12 calendar months preceding the Securities Act and the Securities Exchange Act of 1934, as amended date hereof (the “Exchange Act”)foregoing materials, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports exhibits thereto and other filings documents incorporated by reference therein, being collectively referred to herein as the (“Veracyte SEC FilingsDocuments”). The ) on a timely basis or has received a valid extension of such time of filing and has filed any such Veracyte SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits Documents prior to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effectexpiration of any such extension, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderwhere the failure to file on a timely basis would not be material to Veracyte. As of their respective filing dates, or to the extent corrected by a subsequent restatement, the Veracyte SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC Filings did not contain promulgated thereunder, and none of the Veracyte SEC Documents, when filed, or to the extent corrected by a subsequent restatement, 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 light of the circumstances under which they were made, not misleading. not. (b) The audited financial statements of the Parent Veracyte included in the Veracyte SEC Filings comply Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes or schedules thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and (iii) present fairly presented in all material respects the consolidated financial position of Veracyte and its consolidated subsidiaries as of the Parent as at the respective dates thereof and the consolidated results of Veracyte’s operations and cash flows for the periods then endedindicated (subject to, subject to in the case of unaudited statements, normal and recurring year-end adjustments and any other adjustments described therein audit adjustments). (c) Except as specifically disclosed in the Veracyte SEC Documents filed prior to the date hereof, as of September 30, 2019, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all aggregate, a material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentadverse effect on Veracyte, (ii) were prepared in accordance with GAAP on a consistent basis Veracyte has not incurred any material liabilities other than (except as may be indicated therein or A) trade payables and accrued expenses incurred in the notes or schedules thereto) ordinary course of business consistent with past practice and (iiiB) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed liabilities not required to be made with respect reflected in Veracyte’s financial statements pursuant to all GAAP or disclosed in filings made with the SEC, (iii) Veracyte has not altered materially its method of accounting or the manner in which it keeps its accounting -47- [***] Confidential Treatment Requested - books and records, (iv) Veracyte has not declared or made any dividend or distribution of cash, shares of capital stock or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of Veracyte), and (v) Veracyte has not issued any equity securities to any officer, director or affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Veracyte stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Veracyte SEC on or before the Effective TimeDocuments.

SEC Reports and Financial Statements. The Parent (1) Since December 31, 1997, ReliaStar has heretofore delivered or made available to the Company complete and correct copies of filed all reports reports, registration statements, and other filings filed by the Parent filings, together with any amendments required to be made with respect thereto, that it has been required to file with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such dateAct. All reports, registration statements, and other filings (including all exhibits, notes, and schedules thereto and documents that are required to be incorporated by reference therein) filed as exhibits to by ReliaStar with the SEC Filings on or after January 1, 1998, together with any amendments thereto are collectively referred to as the "ReliaStar SEC Reports." ReliaStar has previously delivered or made available to Pilgrim one set of true and complete copies of all of the ReliaStar SEC Reports that have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any the SEC before the date of its subsidiaries is in default thereunderthis Agreement. As of (A) with respect to all of the ReliaStar SEC Reports other than registration statements filed under the Securities Act, the respective dates of their filing with the SEC, and (B) with respect to all registration statements filed under the Securities Act, their respective effective dates, the ReliaStar SEC Filings Reports complied in all material respects with the rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. . (2) The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited consolidated financial statements (iincluding any related notes or schedules) were prepared from included in ReliaStar's 1998 Annual Report on Form 10-K, as filed with the books and records of the ParentSEC, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated noted therein or in the notes or schedules thereto) and (iii) fairly present fairly in all material respects the consolidated financial position of the Parent ReliaStar and its subsidiaries as at the dates thereof of December 31, 1997 and 1998 and the consolidated results of their operations and cash flows for each of the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or three years in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentthree-year period ended December 31, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time1998.

SEC Reports and Financial Statements. (a) The Parent Company has heretofore delivered timely filed or made available to the Company complete and correct copies of all reports and other filings filed by the Parent furnished with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “all Company SEC Filings”). The SEC Filings constitute all of the documents Reports required to be filed or furnished by the Parent under Company with the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderSEC. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company SEC Reports complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC Filings promulgated thereunder applicable to such Company SEC Reports and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. The audited certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the Xxxxxxxx-Xxxxx Act relating to the Company SEC Reports, were accurate and complete, and complied as to form and content with all applicable Laws as of the respective dates of such filings (or, if amended or superseded by a filing prior to the date hereof, then on the dates of such filings). Except for comments of the SEC as are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such Company SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any Company SEC Reports (including the financial statements included therein). As of the Parent included date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the Company or the Company SEC Reports. (b) The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company contained in the Company SEC Filings Reports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports were amended prior to the Agreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be otherwise indicated therein or in on the notes or schedules thereto) and (iii) present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods then endedpresented therein (subject, subject in the case of unaudited statements, to normal year-end adjustments adjustments). There are no off-balance sheet arrangements of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K and there are no obligations to enter into any other adjustments described therein or such arrangements. For purposes of this Agreement, “Company Balance Sheet” means that consolidated balance sheet of the Company and its consolidated Subsidiaries as of July 31, 2017, set forth in the notes or schedules thereto. The unaudited financial statements included in Company’s Quarterly Report on Form 10-Q for the SEC Filings comply in all material respects period ended July 31, 2017 filed with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the ParentSEC, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended“Company Balance Sheet Date” means July 31, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time2017.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2023, Holdings has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to be filed or furnished prior to the Company complete and correct copies of all reports and other filings filed date hereof by the Parent it with the Securities and Exchange Commission (“SEC”) (such forms, statements, schedules, documents and reports the “Holdings SEC pursuant Documents”), except to the extent as the failure to so file or furnish would not constitute a Buyer Material Adverse Effect. As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Holdings SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934, as amended (amended, as the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement Nasdaq Stock Market LLC, except to the extent such noncompliance would not constitute a Buyer Material Adverse Effect. Since January 1, 2023, neither Holdings nor any affiliate of Holdings has received from the SEC or any other governmental entity any written comments or questions with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all any of the documents required Holdings SEC Documents (including the financial statements included therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other governmental entity that such Holdings SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to be filed Holdings’ knowledge, there is not, as of the date hereof, any investigation or review being conducted by the Parent under SEC or any other governmental entity of any Holdings SEC Documents (including the Securities Act financial statements included therein). (b) The consolidated financial statements (including all related notes and Exchange Act since such date. All documents that are required to be schedules) of Holdings included or incorporated by reference in the Holdings SEC Documents when filed as exhibits or, if amended prior to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madedate of (and giving effect to) the last such amendment, not misleading. The audited financial statements of the Parent included in the SEC Filings comply complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited fairly present in all material respects the consolidated financial statements position of Holdings and its consolidated subsidiaries, as at the respective dates thereof, and the H:836720 42 consolidated results of their operations and their consolidated cash flows for the respective periods then ended (i) were prepared from subject, in the books and records case of the Parentunaudited quarterly financial statements, (iito normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC and the absence of notes) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or subject, in the notes or schedules thereto) and (iii) present fairly the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited quarterly financial statements, subject to normal year-end audit adjustments and any other adjustments adjustment described therein or in permitted by the notes or schedules thereto. The unaudited financial statements included in rules and regulations of the SEC Filings comply and the absence of notes). (c) Holdings is in compliance in all material respects with the published rules and regulations applicable provisions of the SEC with respect thereto Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, except to the extent such unaudited noncompliance would not constitute a Buyer Material Adverse Effect. Each required form, report and document containing financial statements (i) were prepared from that has been filed with or submitted to the books SEC was accompanied by any certifications required to be filed or submitted by Holdings’ principal executive officer and records principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the ParentXxxxxxxx-Xxxxx Act, except to the extent such noncompliance would not constitute a Buyer Material Adverse Effect. Neither Holdings nor, to the knowledge of Holdings, any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iid) were prepared Neither Holdings nor any subsidiary of Holdings is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Holdings or any subsidiary of Holdings, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or other entity, on the other hand, or any off-balance sheet arrangements (as defined in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules theretoItem 303(a) and (iii) present fairly the financial position of Regulation S-K of the Parent as at SEC), in any such case, where the dates thereof and the results purpose of operations and cash flows for the periods then endedsuch Contract is to avoid disclosure of any material transaction involving, subject to normal year-end adjustments and or material liabilities of, Holdings in Holdings’ published financial statements or any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made with respect to all filings made with the Holdings SEC on or before the Effective TimeDocument.

SEC Reports and Financial Statements. The Parent (a) Except as set forth in Section 2.5(a) of the Company Disclosure Schedules, since January 1, 2015, the Company has heretofore delivered timely filed or made available furnished (subject to and including the extension periods permitted under, and in compliance with, Rule 12b-25 promulgated under the Exchange Act) with the SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by the Company with the SEC from and after January 1, 2015. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company complete SEC Reports filed on or prior to the Agreement Date have complied, and correct copies each Company SEC Report filed subsequent to the Agreement Date will comply, in all material respects as to form with the requirements of all the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports filed on or prior to the Agreement Date contained at the time it was filed, and none of the Company SEC Reports filed subsequent to the Agreement Date will contain at the time it is filed, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports and or other filings filed by the Parent documents with the SEC pursuant to Section 13 or 15 of the Securities Act and the Securities Exchange Act of 1934Act. (b) Each Company SEC Report that is a registration statement, as amended (or supplemented, if applicable, filed pursuant to the “Exchange Securities Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date as of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (date such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedregistration statement or amendment became effective, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading. (c) The consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows (including, in light each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included Company contained in the Company SEC Filings Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein or in to the notes or schedules theretoextent required by GAAP) and (iii) present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods then endedpresented therein (subject, subject in the case of unaudited statements, to normal year-end adjustments adjustments). Except as reflected in the Company Financial Statements or for liabilities incurred since the Company Balance Sheet Date in the ordinary course of business, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and any other adjustments described therein the Company Subsidiaries or in the notes thereto which, individually or schedules thereto. in the aggregate, has had a Company Material Adverse Effect. (d) The unaudited Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and a system of internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15(f) under the Exchange Act) that are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements included in conformity with generally accepted accounting principles in the United States, (ii) that receipts and expenditures are executed in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. Except as disclosed in Company SEC Filings comply Reports, as of December 31, 2017, (i) no material weakness or significant deficiency was identified in management’s assessment in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) no fraud, to the Knowledge of the Company, whether or not material, was identified involving management or other employees who have a significant role in internal controls (nor has any such weakness, deficiency or fraud been identified between that date and the Agreement Date). (e) The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the published rules and regulations Xxxxxxxx-Xxxxx Act. (f) There are no unconsolidated Company Subsidiaries or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K of the SEC with respect thereto that have not been described in the Company SEC Reports. (g) The Company has previously made available to Parent true and such unaudited financial statements (i) were prepared complete copies of all comment letters received from the books SEC and records its responses thereto, to the extent that such letters and responses have not been published on the SEC’s XXXXX site. As of the ParentAgreement Date, there are no outstanding or unresolved comments in letters received from the SEC (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position staff of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 5.4 shall also be deemed to be made SEC) with respect to all filings made with the Company SEC on or before the Effective TimeReports.