Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it with the SEC since the IPO (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company (and each Subsidiary of the Company, if applicable) has filed with the SEC all forms, reports, schedules, registration statements statements, exhibits and definitive proxy statements other documents required to be filed by it with since March 31, 2005, pursuant to the SEC since Exchange Act or the IPO Securities Act (collectivelysuch forms, reports, schedules, statements, exhibits and other documents, including any financial statements or schedules included therein, are collectively referred to herein as the “Company SEC ReportsDocuments”). As of their respective dates, with respect to the The Company SEC Reports filed pursuant to the Exchange ActDocuments, and as of their respective effective datesdates of filing (giving effect to any subsequently filed amendments or supplements thereto), as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (iix) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (by) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, complied as to form in all material respects, respects with the financial position applicable requirements of the Company as of its date, Exchange Act and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsSecurities Act, as the case may be, . The audited consolidated financial statements and the unaudited quarterly financial statements of the Company for the periods set forth therein (subject, included in the case of unaudited statements, Company SEC Documents comply as to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected onthereto in effect on the date of filing, or reserved against in, a balance sheet of the Company or in the notes thereto, have been prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes tothereto or, in the case of unaudited financial statements as permitted by Form 10-Q and Form 8-K of the SEC, and fairly present (subject, in the case of the unaudited financial statements, to the absence of notes and normal year-end audit adjustments), in all material respects, the consolidated balance sheet financial position of the Company and its consolidated Subsidiaries as of December 31, 2009, (ii) Liabilities arising in the ordinary course dates thereof and the consolidated results of business (including trade indebtedness) since December 31, 2009 their operations and (iii) Liabilities which would not have a Material Adverse Effect on cash flows for the Companyperiods then ended.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements schedules and made all other filings (the “SEC Reports”) with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder since August 1, 2000. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC since after date hereof and prior to the IPO Effective Time (collectively, the “Company Future SEC Reports”). As (i) were or, in the case of their respective datesFuture SEC Reports, will be prepared in all material respects in accordance with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as requirements of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Actpublished rules and regulations of the SEC thereunder, each as applicable, applicable to such SEC Reports and such later filed Future SEC Reports and (ii) did notnot and will not as of the time they were or, or with respect to those not yet filedin the case of Future SEC Reports, will not, be filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the balance sheets consolidated financial statements (including, in each case, any notes thereto) of the Company included in or incorporated by reference into the Company SEC 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 (including Regulation S-X) and in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (“GAAP”) (except as otherwise stated in such financial statements, including the related notes notes, or, in the case of unaudited interim financial statements, as may be permitted by the SEC under Forms 10-Q, 8-K or any successor forms under the Exchange Act), except as otherwise specifically set forth in Section 3.07(b) of the Company Disclosure Schedule, and schedules) each fairly presents, in all material respects, the consolidated financial position position, results of the Company as of its date, and each of the statements of income, stockholders’ equity operations and cash flows of the Company included in or incorporated by reference into and its consolidated Subsidiaries as at the Company SEC Reports (including any related notes respective dates thereof and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the respective periods indicated therein, except as otherwise set forth therein in the notes thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring quarterly and year-end audit adjustments, none of which, individually or in the aggregate, has been or could reasonably be expected to be material). Except as set forth in Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have any outstanding Indebtedness (as hereinafter defined). For purposes of this Agreement, “Indebtedness” shall mean, with respect to any Person at a particular time and, in each case in accordance with U.S. GAAPcase, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of between or among the Company Financial Statements (including the related notesand any of its Subsidiaries, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved onany obligation for borrowed money or issued in substitution for, or reflected in (including the notes to)exchange of indebtedness for, the consolidated balance sheet of the Company as of December 31, 2009borrowed money, (ii) any obligation evidenced by any note, bond, debenture or other debt security, (iii) any obligation for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current Liabilities arising (as defined in Section 3.07(d)) incurred in the ordinary course of business consistent with past practice), (including trade indebtednessiv) since December 31any commitment by which such Person assures a creditor against loss (including, 2009 without limitation, contingent reimbursement obligations with respect to letters of credit), (v) any obligation guaranteed in any manner by such Person (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse), (vi) any obligations under capitalized or synthetic leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such Person assures a creditor against loss, (vii) any obligation secured by a Lien on such Person’s assets, (viii) any Liability under any deferred compensation plans, severance plans, bonus plans, employment agreements, or any other plan, agreement or arrangement with any such Person, which Liability is payable or becomes due as a result of the transactions contemplated herein, and (iiiix) Liabilities which would not have a Material Adverse Effect on any fees, penalties, premiums or accrued and unpaid interest with respect to the Companyforegoing (in the case of prepayments or otherwise). There are no obligations under any letters of credit in excess of the amounts set forth in Section 3.07(b) of the Company Disclosure Schedule.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with under the SEC Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the IPO (time of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the “"Company SEC Reports”"). As At the time of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actfiling, the Company SEC Reports (iincluding any financial statements or schedules included therein) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (iia) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (b) Each complied in all material respects with the applicable requirements of the balance sheets Securities Act and the Exchange Act, as the case may be. The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of the Company included in or incorporated by reference into the Company SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (including except as may be indicated therein or in the related notes thereto) and schedules) fairly presents, present in all material respects, respects the financial position of the Company as of its date, the dates thereof and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of its operations and cash flows, as the case may be, of the Company changes in financial position for the periods set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may adjustments and any other adjustments described therein (which will not be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company individually or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes toaggregate), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements reports and definitive proxy statements documents required to be filed by it with the SEC since the IPO July 23, 2003 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company The SEC Reports (i) complied, or with respect to those not yet filed, will comply, were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect to those not yet filed, will not, at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC. (b) Each of the balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Company SEC Reports (including the related “Financial Statements”) (i) was prepared from the books of account and other financial records of the Company, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and schedules(iii) presented fairly presents, in all material respects, respects the financial position of the Company as of its date, at the respective dates thereof and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of its operations and its cash flows, as the case may be, of the Company flows for the respective periods set forth indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end audit adjustments)adjustments which were not and are not expected, in each case in accordance with U.S. GAAP, except as may be noted therein and, individually or in the case of unaudited quarterly financial statementsaggregate, as permitted by Form 10-Q under the Exchange Act. Each of the to have a Company Financial 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 theretoMaterial Adverse Effect). (c) The Company has no Liabilities that would be required to be Except for liabilities and obligations reflected onon the September 30, or reserved against in, a 2006 balance sheet of the Company or included in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in SEC Reports (including the notes tothereto), liabilities and obligations disclosed in the consolidated balance sheet SEC Reports (including exhibits thereto) filed prior to the date of the Company as of December 31, 2009, (ii) Liabilities arising this Agreement and other liabilities and obligations incurred in the ordinary course of business since September 30, 2006, neither the Company nor any of the Company’s Subsidiaries has any liabilities or obligations of any nature (including trade indebtednesswhether accrued, absolute, contingent or otherwise) since December 31of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP which, 2009 and (iii) Liabilities which individually or in the aggregate, would not have cause a Company Material Adverse Effect on the CompanyEffect.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, required reports, schedules, registration forms, statements and definitive proxy statements required to be filed by it other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act with the SEC since February 1, 2002 (as such reports, schedules, forms, statements and documents have been amended since the IPO (time of their filing, collectively, the “Company SEC ReportsDocuments”). As of their respective dates, with respect or if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did notthe rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed, or with respect to those not yet filedas so amended, will 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each The consolidated financial statements of the balance sheets Company included in or incorporated by reference into the Company SEC Reports (including Documents comply as to form, as of their respective date of filing with the related notes and schedules) fairly presentsSEC, in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of its date, the dates thereof and each of the consolidated statements of income, cash flows and stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each No Subsidiary of the Company Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and is required to make any filings with the published rules and regulations of the SEC with respect theretoor any comparable regulatory authority in any jurisdiction. (c) The Company and 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 Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (A) has no Liabilities designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that would be material information required to be reflected ondisclosed by it in the reports that it files or submits under the Exchange Act is recorded, or reserved against inprocessed, a balance sheet summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Company or Company’s Board of Directors (1) any significant deficiencies and material weaknesses in the notes theretodesign or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, prepared in accordance with U.S. GAAPprocess, except for summarize and report financial information and (i2) Liabilities any fraud, whether or not material, that were so reserved on, involves management or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising other employees who have a significant role in the ordinary course Company’s internal controls over financial reporting. The Company has made available to GameStop a summary of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2002.

SEC Reports and Financial Statements. (a) The Since January 1, 2016, the Company has filed with or furnished to the SEC all forms, reports, schedules, certifications, registration statements and statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents filed or furnished, as they have been supplemented, modified or amended since the IPO (collectivelydate of filing, are referred to herein as the “Company SEC Reports”). As .” None of their respective dates, the Company’s Subsidiaries is required to file or furnish any reports with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as . Each of their respective effective dates, as to the Company SEC Reports filed pursuant to Reports, at the Securities Acttime of its filing or being furnished complied or, the Company SEC Reports (i) complied, or with respect to those if not yet filedfiled or furnished, will comply, comply in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and the Securities ActXxxxxxxx-Xxxxx Act (as the case may be), in each case giving effect to any amendments thereto filed prior to the date hereof. As of their respective dates (or, if amended prior to the date of this Agreement, as applicable, and (iiof the date of such amendment) did not, or with respect to those not yet filed, will not, contain none of such Company 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 made therein, in the light of the circumstances under which they were made, not misleading, in each case giving effect to any amendments thereto filed prior to the date hereof. 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 Company’s Knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. (b) Each of the The audited and unaudited consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including sheets, and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, stockholders’ equity equity, and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) of the Company contained in any Company SEC Report (collectively, the “Company Financial Statements”) fairly presents(i) complied at the time they were filed, or, in the case of Company Financial Statements filed after the date of this Agreement, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared, or, in the case of Company Financial Statements filed after the date of this Agreement, will be prepared, in conformity with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes to 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), (iii) present fairly, or, in the case of Company Financial Statements filed after the date of this Agreement, will present fairly, in all material respects, respects in conformity with GAAP the financial position and the results of operations operations, cash flows and cash flows, as the case may be, stockholders’ equity of the Company and its Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments)) and (iv) were prepared from, in each case and in accordance with U.S. GAAPwith, except as may be noted therein andor, in the case of unaudited quarterly financial statementsCompany Financial Statements filed after the date of this Agreement, will be prepared from and be prepared in accordance with, the books and records of the Company. Except as permitted by Form 10-Q under the Exchange Act. Each of disclosed or reflected in the Company Financial Statements filed prior to the date of this Agreement, the Company does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than (A) liabilities or obligations incurred in the Ordinary Course of Business since September 30, 2017 (the “Balance Sheet Date”), (B) liabilities or obligations incurred in connection with the Transactions, or (C) liabilities that do not, and would not reasonably be expected to exceed $500,000. (c) Neither the Company nor any of its Subsidiaries is a party to, and does not have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the related notesCompany or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where applicablethe intended results, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Reports. (d) complies The Company and its Subsidiaries are in compliance in all material respects with the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated by the SEC thereunder (the “Xxxxxxxx-Xxxxx Act”). With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2016, the Company’s chief executive officer and chief financial officer have made all certifications required by the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied, as to form in all material respects, with the published applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15 or 15d-15 promulgated under the Exchange Act) designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the SEC with respect theretoNASDAQ. (cf) The Company has no Liabilities that would be required Company’s chief executive officer and its chief financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to be reflected on, or reserved against in, a balance sheet the Company’s auditors and the audit committee of the Company or Board and to Parent, (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 13a-15(f) of the Exchange Act) in the notes theretodesign or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, prepared process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (g) Since December 31, 2016 through the date hereof, the Company has not identified any material weakness in the design or operation of its internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, except for . These internal controls include policies and procedures that (i) Liabilities pertain to the maintenance of records that were so reserved on, or reflected in (including reasonable detail accurately and fairly reflect the notes to), the consolidated balance sheet transactions and dispositions of the Company as asset of December 31, 2009the Company, (ii) Liabilities arising provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the ordinary course of business (including trade indebtedness) since December 31accordance with GAAP, 2009 and that transactions are executed in accordance with management’s general or specific authorizations; (iii) Liabilities which would not provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a Material Adverse Effect material effect on the Companyits financial statements.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements reports and definitive proxy statements documents required to be filed by it with the SEC since the IPO July 23, 2003 (collectively, the “Company "SEC Reports”"). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company The SEC Reports (i) complied, or with respect to those not yet filed, will comply, were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect to those not yet filed, will not, at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. (b) Each of the balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Company SEC Reports (including the related "Financial Statements") (i) was prepared from the books of account and other financial records of the Company, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and schedules(iii) presented fairly presents, in all material respects, respects the financial position of the Company as of its date, at the respective dates thereof and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of its operations and its cash flows, as the case may be, of the Company flows for the respective periods set forth indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end audit adjustments)adjustments which were not and are not expected, in each case in accordance with U.S. GAAP, except as may be noted therein and, individually or in the case of unaudited quarterly financial statementsaggregate, as permitted by Form 10-Q under the Exchange Act. Each of the to have a Company Financial 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 theretoMaterial Adverse Effect). (c) The Company has no Liabilities that would be required to be Except for liabilities and obligations reflected onon the September 30, or reserved against in, a 2006 balance sheet of the Company or included in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in SEC Reports (including the notes tothereto), liabilities and obligations disclosed in the consolidated balance sheet SEC Reports (including exhibits thereto) filed prior to the date of the Company as of December 31, 2009, (ii) Liabilities arising this Agreement and other liabilities and obligations incurred in the ordinary course of business since September 30, 2006, neither the Company nor any of the Company's Subsidiaries has any liabilities or obligations of any nature (including trade indebtednesswhether accrued, absolute, contingent or otherwise) since December 31of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP which, 2009 and (iii) Liabilities which individually or in the aggregate, would not have cause a Company Material Adverse Effect on the CompanyEffect.

SEC Reports and Financial Statements. (a) The Since November 25, ------------------------------------ 1997, the Delaware Company has filed with the SEC Securities and Exchange Commission (the "SEC") all forms, reports, schedules, registration statements reports and definitive proxy statements documents required to be filed by it under --- the Exchange Act or the Securities Act (as they have been amended since the time of their filing, collectively, the "Delaware Company SEC Documents"). The ------------------------------ Delaware Company SEC Documents, including without limitation, any financial statements or schedules included therein, at the time filed, and any forms, reports or other documents filed by the Delaware Company with the SEC since after the IPO date of this Agreement, (collectively, a) did not at the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) compliedtime they were filed, or with respect to those will not yet at the time they are filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (b) Each of the balance sheets included complied or will be prepared in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, compliance in all material respects, respects with the financial position applicable requirements of the Company as of its date, and each of Exchange Act or the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsSecurities Act, as the case may be, . The financial statements of the Delaware Company for the periods set forth therein (subject, included in the case of unaudited statements, Delaware Company SEC Documents comply as to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, have been prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP, ") ---- applied on a consistent basis during the periods involved (except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes tothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Delaware 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, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the financial statements of the Delaware Company included in the Delaware Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and regulations of the SEC and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, to normal audit adjustments). Except as set forth in the financial statements of the Delaware Company included in the Delaware Company SEC Documents, the consolidated balance sheet Delaware Company has not incurred any indebtedness (other than indebtedness with respect to the payment of interest paid in kind) pursuant to the Indenture dated April 30, 1999, by and between the Company and U. S. Trust Company related to the Delaware Company's 71/2 % Convertible Junior Subordinated Debentures due 2012 (the "Delaware Company Junior Indenture"). Except as disclosed in Section --------------------------------- 3.8 of the Delaware Company as Disclosure Schedule, since June 30,1999' and prior to the date of December 31this Agreement, 2009no act, (ii) Liabilities arising omission, occurrence, event, condition or circumstance has occurred or become known to the Delaware Company, and no transaction, commitment or agreement has been entered into by the Delaware Company or any of its Subsidiaries, that should have been disclosed in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyDelaware Company SEC Documents.

SEC Reports and Financial Statements. (a) The Since January 1, 2016, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, schedules, documents and reports, the “Company SEC ReportsDocuments”). As of their respective datesfiling dates or, with respect if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate hereof, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of (and giving effect to) the Securities Actlast such amendment, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, Documents complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Sarbanes Oxley Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedthe Company SEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or, with respect to the Company 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 made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2016, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into in the Company SEC Reports (including any related notes and schedules) (collectivelyDocuments when filed or, if amended prior to the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsdate hereof, as the case may be, of the Company for date of (and giving effect to) the periods set forth therein (subjectlast such amendment, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited quarterly financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited quarterly financial statements, to 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). (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements that has no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and 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 the Company 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 the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Document.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with since December 31, 1996 under the SEC Exchange Act (as such documents have been amended since the IPO (time of their filing, collectively, the “"Company SEC Reports”Documents"). As , each of their respective dates, with respect which (except to the extent revised or superceded by a subsequently filed Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, Document) complied as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. As of their respective dates or, if amended, as applicableof the date of the last such amendment, and (ii) the Company SEC Documents, including, without limitation, any financial statements or schedules included therein did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each . None of the balance sheets Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company (the "Company Financial Statements") included in or incorporated by reference into the Company SEC Reports Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedulesthereto) (collectively, the “"Company Financial Statements”Form 10-K") fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by reports on Form 10-Q under for the Exchange Act. Each three fiscal quarters occurring since the Company Form 10-K have been prepared from, and are in accordance with, the books and records of the Company Financial Statements (including the related notesand its consolidated subsidiaries, where applicable) complies comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, have been prepared in accordance with U.S. United States generally accepted accounting principles ("GAAP, ") applied on a consistent basis during the periods involved (except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes to)thereto and subject, in the case of unaudited interim financial statements, to normal year end adjustments) and fairly present the consolidated balance sheet financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of December 31, 2009, (ii) Liabilities arising in at the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on dates thereof or for the Companyperiods presented therein.

SEC Reports and Financial Statements. (a) The Since January 1, 2013, the Company has timely filed with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”)) required to be filed by the Company with the SEC. As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, complied in all material respects as to form with the Company SEC Reports filed pursuant to requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx 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 (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain 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 made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presents, of the Company contained or incorporated by reference in the Company SEC Reports (i) comply as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in conformity 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 otherwise noted therein or to the extent required by GAAP) and (iii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments)adjustments that are not, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company individually or in the aggregate, material). Except for liabilities disclosed on the face of the Latest Balance Sheet (or the notes thereto, prepared in accordance with U.S. GAAP, except ) or for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of liabilities incurred since December 31, 2009, (ii) Liabilities arising 2014 in the ordinary course of business and Liabilities for performance of obligations of any Acquired Company under Contracts binding upon such Acquired Company (including trade indebtednessother than resulting from any breach or acceleration thereof) that (A) been delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement or (B) that the Company is not obligated to deliver or make available under this Agreement, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since December 31January 1, 2009 2013, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the Xxxxxxxx-Xxxxx Act. (d) The Company maintains, and at all times since January 1, 2013 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 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 (i) that transactions are recorded as necessary to permit preparation of financial statements 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, (iii) Liabilities which pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Companies and (iv) 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. To the Knowledge of the Company, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not have material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. (e) The Company maintains, and at all times since January 1, 2013 has maintained, “disclosure controls and procedures” (as defined in and required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that (i) all information (both financial and nonfinancial) required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) The Company is in compliance in all material respects with all current applicable listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. (g) The Company is not a Material Adverse Effect party to nor has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (h) 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 Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements reports and definitive proxy statements documents required to be filed by it with the SEC since the IPO July 23, 2003 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company The SEC Reports (i) complied, or with respect to those not yet filed, will comply, were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect to those not yet filed, will not, at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any form, report or other document with the SEC. (b) Each of the balance sheets included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Company SEC Reports (including the related “Financial Statements”) (i) was prepared from the books of account and other financial records of the Company, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and schedules(iii) presented fairly presents, in all material respects, respects the financial position of the Company as of its date, at the respective dates thereof and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of its operations and its cash flows, as the case may be, of the Company flows for the respective periods set forth indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end audit adjustments)adjustments which were not and are not expected, in each case in accordance with U.S. GAAP, except as may be noted therein and, individually or in the case of unaudited quarterly financial statementsaggregate, as permitted by Form 10-Q under the Exchange Act. Each of the to have a Company Financial 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 theretoMaterial Adverse Effect). (c) The Company has no Liabilities that would be required to be Except for liabilities and obligations reflected onon the March 31, or reserved against in, a 2007 balance sheet of the Company or included in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in SEC Reports (including the notes tothereto), liabilities and obligations disclosed in the consolidated balance sheet SEC Reports (including exhibits thereto) filed prior to the date of the Company as of December 31, 2009, (ii) Liabilities arising this Agreement and other liabilities and obligations incurred in the ordinary course of business (including trade indebtedness) since December March 31, 2009 and 2007, neither the Company nor any of the Company’s Subsidiaries has any liabilities or obligations of any nature (iiiwhether accrued, absolute, contingent or otherwise) Liabilities which of a nature required to be disclosed on a balance sheet prepared in accordance with GAAP which, individually or in the aggregate, would not have cause a Company Material Adverse Effect on the CompanyEffect.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with the SEC since the IPO December 22, 2003 (collectively, the “Company SEC Reports”Documents“). As of their At the respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Acttimes they were filed, the Company SEC Reports Documents (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, comply in all material respects, respects with the financial position applicable requirements of the Company as of its date, Exchange Act and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsSecurities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The financial statements of the Company for the periods set forth therein (subject, included in the case of unaudited statementsCompany SEC Documents, to normal year-end audit adjustments)including any related notes thereto, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the unaudited statements, to normal, year-end audit adjustments) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) which are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the board of trustees of the Company that, to its knowledge, (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any of those disclosures made by management to the Company’s auditors and audit committee is set forth in Section 4.5(c) of the Company Disclosure Schedule. (d) Since December 31, 2003, (i) neither the Company nor any of its subsidiaries nor, to the knowledge of the officers of the Company, any trustee, director, officer, employee, auditor, accountant or representative of the Company or any of its subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no Liabilities attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of trustees of the Company or any committee thereof or to any director or officer of the Company. (e) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, that are of a nature that would be required to be reflected on, or reserved against in, disclosed in a balance sheet of the Company or in the notes thereto, footnotes thereto that was prepared in accordance with U.S. GAAP, except for whether or not accrued and whether or not contingent or absolute, other than (i) Liabilities that were so reserved on, or reflected liabilities disclosed in the Company’s consolidated balance sheets included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (including the notes to“Company Filed SEC Documents“), the consolidated balance sheet of the Company as of December 31, 2009, and (ii) Liabilities arising liabilities incurred in the ordinary course of business (including trade indebtedness) consistent with past practice since December 31, 2009 and (iii) Liabilities 2003, none of which would not have had a Material Adverse Effect on the Company. (f) The Company has provided Parent true and complete copies of all management letters received from its independent auditors since January 1, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements statements, proxy statements, certifications and definitive proxy statements other documents required to be filed by it the Company or its directors and executive officers (in their capacity as such) with the SEC since January 1, 2002 (as they have been amended since the IPO (time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”)) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (iincluding but not limited to any financial statements or schedules included or incorporated by reference therein) complied, or with respect complied as to those not yet filed, will comply, form in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as applicablethe case may be, to such Company SEC Reports, and (ii) did notnone of the Company SEC Reports contained, as of the date of filing and of any amendment or with respect supplement and, in the case of any proxy statement, at the date mailed to those not yet filedstockholders and at the date of the meeting, will not, contain 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 the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the . The financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, comply as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (b) There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. (c) The management of the Company has no Liabilities (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that would be material information relating to the Company, including its Subsidiaries, is made known to the management of the Company by others within those entities, which disclosure controls and procedures are effective at the reasonable assurance level in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be reflected onincluded in the Company’s periodic reports required under the Exchange Act, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or reserved against inoperation 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 Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a balance sheet significant role in the Company’s internal control over financial reporting. A summary of any of those disclosures made by management to the Company’s auditors and audit committee has previously been provided to Parent. (d) Since January 1, 2002, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or in any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the notes theretoaccounting or auditing practices, prepared in accordance with U.S. GAAPprocedures, except for (i) Liabilities that were so reserved on, methodologies or reflected in (including the notes to), the consolidated balance sheet methods of the Company as or any of December 31its Subsidiaries or their respective internal accounting controls, 2009including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) Liabilities arising in no attorney representing the ordinary course Company or any of business (including trade indebtedness) since December 31its Subsidiaries, 2009 and (iii) Liabilities which would whether or not have employed by the Company or any of its Subsidiaries, has reported evidence of a Material Adverse Effect on material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

SEC Reports and Financial Statements. (a) The Company Brushy has timely filed with the SEC Securities and Exchange Commission (the “SEC”) all forms and documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports, schedules, reports and registration statements and definitive proxy statements required to be filed by it Brushy with the SEC since SEC. The documents described in the IPO foregoing clauses (collectivelyi)–(iii), in each case as amended (whether filed prior to, on or after the date of this Agreement), are referred to in this Agreement collectively as the “Company Brushy SEC Reports”). Documents.” As of their respective datesdates or, with respect if amended and publicly available prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or date of such amendment with respect to those not yet fileddisclosures that are amended, will complythe Brushy SEC Documents, in all material respects with including the applicable requirements of the Exchange Act financial statements and the Securities Actschedules provided therein or incorporated by reference therein, as applicable, and (iiA) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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, the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of Brushy’s Subsidiaries are subject to the periodic reporting requirements of the Exchange Act or are required to file any form, report or other document with the SEC, any stock exchange or any other comparable Governmental Entity. (bi) Each of the The December 31, 2014 consolidated balance sheets included in or incorporated by reference into of Brushy and its Subsidiaries (the Company SEC Reports (including “Brushy Balance Sheet”) and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Brushy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC under the Exchange Act, fairly present (within the meaning of the Company included in or incorporated Xxxxxxxx-Xxxxx Act), and the financial statements to be filed by reference into Brushy with the Company SEC Reports (including any related notes and schedules) (collectively, after the “Company Financial Statements”) date of this Agreement will fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein present (subject, in the case of unaudited statements, to recurring audit adjustments normal year-end audit adjustmentsin nature and amount), in each case all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in accordance with U.S. GAAP, except stockholders’ equity of Brushy and its Subsidiaries as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies in all material respects complies, and the financial statements to be filed by Brushy with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iii) each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Brushy with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The books and records of Brushy and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP was a registered public accounting firm for Brushy, as disclosed in the Brushy SEC Documents. Akin Xxxxxxx Xxxxx & Xxxxx, P.C. is a registered public accounting firm for Brushy, as disclosed in the Brushy SEC Documents, and has not resigned (or indicated that it declines to stand for re-appointment after completion of the current audit) or been dismissed as a registered public accounting firm for Brushy. (c) The Company exercise price of each Brushy Option has no Liabilities that would be required to be reflected on, or reserved against in, not been less than the fair market value of a balance sheet share of Brushy Common Stock as determined on the date of grant of such Brushy Option and all grants of the Company or Brushy Options were validly issued and properly approved by the Brushy Board in the notes thereto, prepared material compliance with applicable Law and recorded in Brushy’s financial statements referred to in Section 3.5(b) in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, and no such grants involved any “back dating,” “forward dating” or reflected in (including similar practices with respect to the notes to), the consolidated balance sheet effective date of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companygrant.

SEC Reports and Financial Statements. (a) The Company has and its Subsidiaries have timely filed with the SEC all forms, reportsdocuments, schedules, registration statements and definitive proxy statements reports required to be filed by it them with the Securities and Exchange Commission (the “SEC”) since December 31, 2008 (the forms, documents, statements and reports filed with the SEC since the IPO (collectivelyDecember 31, 2008, including any amendments thereto, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Actor if amended or superseded by a subsequent filing, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment or superseding filing, the Company SEC Reports (i) compliedDocuments, including all schedules included or with respect to those not yet fileddocuments incorporated by reference therein, will comply, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities ActSarbanes Oxley Act of 2002, as applicablethe case may be, and (ii) did notthe applicable rules and regulations promulgated thereunder. As of the time of the filing with the SEC, or with respect to those not yet filed, will not, contain none of the Company SEC Documents so filed 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 made therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later filed Company SEC Document. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Documents. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of and its date, and each of the statements of income, stockholders’ equity and cash flows of the Company Subsidiaries included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, Documents complied as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments expressly described therein, including the notes thereto). The financial statements (including all related notes and schedules) of the Company and its Subsidiaries have been derived from the accounting books and records of the Company and its Subsidiaries and were prepared in all material respects in conformity with GAAP, except, in the case of the unaudited statements, as permitted by the SEC, applied on a consistent basis during the periods involved, except as may be expressly indicated therein or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Since January 1, 2016 (the “Lookback Date”), the Company has filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, documents and reports, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to filing dates the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Documents (iincluding amendments) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NASDAQ, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof through the Closing, will not, contain contain) any untrue statement of a material fact or omit omitted (or, with respect to Company SEC Documents filed after the date hereof through the Closing, will omit) to state a any 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. Since the Lookback Date, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies 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 fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited financial statements, to 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). (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, as amended. Each required form, report and document containing financial statements that has no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act 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 the Company, any Company Subsidiary nor any of their 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 the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC SEC, on a timely basis, all formsregistration statements, proxy statements and other statements, reports, schedules, registration statements forms, certifications and definitive proxy statements other documents required to be filed filed, furnished or delivered by it with the SEC since the IPO (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to under the Securities Act, the Exchange Act and applicable rules and regulations of the SEC thereunder required to be filed, furnished or delivered by it since January 1, 2007 (collectively, the "Company SEC Reports Documents"). The Company SEC Documents and the information included therein, as of their respective dates (or if amended prior to the date of this Agreement, as of the date of such amendment) (i) complied, or with respect to those do not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, comply in all material respectsrespects with the applicable requirements of the Exchange Act, the financial position Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows"Xxxxxxxx-Xxxxx Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company is, and has at all times since January 1, 2007 been, in material compliance with the applicable listing, maintenance and other rules and regulations of the Nasdaq and has not received any notice from the Nasdaq asserting any non-compliance with any of such rules and regulations. (b) As of their respective dates (or if amended prior to the date of this Agreement, as of the date of such amendment), the financial statements of the Company for the periods set forth therein (subject, included in the case of unaudited statementsCompany SEC Documents, to normal year-end audit adjustments)including any related notes thereto, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be set forth in the notes thereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) and, in accordance with GAAP, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. The Company does not intend to restate or correct, nor, to the Company's actual Knowledge, is there any basis, facts or circumstances that would reasonably be expected to result in any restatement or material correction of, the Company's financial statements included in the Company SEC Documents. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with all applicable legal and accounting requirements, and the Company's financial statements are consistent with such books and records. As of May 31, 2010, the aggregate Cash of the Company and its Subsidiaries on a consolidated basis is US$29,135,452. (c) The Company has no Liabilities that would be required is, and to the Company's Knowledge it should continue to be until Closing, a "foreign private issuer" as such term is defined in Rule 3b-4 promulgated under the Exchange Act. The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. (d) Except (a) as reflected on, or reserved against inin the Company's financial statements (as restated, a balance sheet of the Company or in the notes thereto, prepared ) included in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as SEC Documents filed with or furnished to the SEC and publicly available prior to the date of December 31, 2009this Agreement, (iib) Liabilities arising liabilities or obligations incurred since the date of such financial statements in the ordinary course of business (including trade indebtedness) since December 31consistent with past practice and do not result from any breach of Contract, 2009 tort or violation of any applicable Legal Requirements, and (iiic) Liabilities which liabilities contemplated by this Agreement in connection with the Merger and the other Transactions, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would not have be required by GAAP to be reflected on a Material Adverse Effect on consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries. (e) To the Company's Knowledge, neither the Company nor any of its directors or executive officers, in their capacity as such, is under any inquiry, investigation or similar process by the SEC or Nasdaq. (f) To the Company's Knowledge, the Company's auditor has at all times since the date of enactment of the Sarbanes Oxley Act been "independent" with respect to the Company within the meaning of Regulation S-X under the Exchange Act. All non-audit services (as defined in Section 2(a)(8) of the Sarbanes Oxley Act) performed by the Company's auditors for the Company Group were approved as required by Section 202 of the Sarbanes Oxley Act.

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, schedules, documents and reports, the “Company SEC ReportsDocuments”). As of their respective datesfiling dates or, with respect if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate hereof, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of (and giving effect to) the Securities Actlast such amendment, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, Documents complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Sarbanes Oxley Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedthe Company SEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or with respect to the Company 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 made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2019, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into in the Company SEC Reports (including any related notes and schedules) (collectivelyDocuments when filed or, if amended prior to the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsdate hereof, as the case may be, of the Company for date of (and giving effect to) the periods set forth therein (subjectlast such amendment, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited quarterly financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited quarterly financial statements, to 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). (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements that has no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and 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 the Company 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 the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Document.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed and furnished with the SEC all forms, reports, schedules, certifications, prospectuses registration and proxy statements and definitive proxy statements other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2009 (such documents together with the SEC since the IPO (collectivelyall documents filed or furnished on a voluntary basis on Form 8-K, the “Company Parent SEC ReportsDocuments”). As of their respective dates, with respect dates (or if amended prior to the Company SEC Reports filed pursuant to the Exchange Act, and as date of their respective effective datesthis Agreement, as to the Company SEC Reports filed pursuant to the Securities Actamended), the Company Parent SEC Reports Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (iix) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (by) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, complied in all material respectsrespects with the applicable requirements of the Exchange Act, the financial position of the Company as of its date, Securities Act and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsSOX, as the case may be, . As of the Company for date of this Agreement, there are no outstanding or unresolved comments received from the periods set forth therein SEC staff with respect to the Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The historical financial statements of Parent together with the related schedules and notes in the Parent SEC Documents (the “Parent Financial Statements”) fairly present, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal year-end audit adjustmentsin nature and amount), in each case in accordance with U.S. GAAPall material respects, except as may be noted therein and, in the case of unaudited quarterly consolidated financial statements, as permitted by Form 10-Q under position and the Exchange Act. Each results of the Company Financial Statements consolidated operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies in all material respects complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. UHY LLP is an independent public accounting firm with respect to Parent and has not resigned or been dismissed as independent public accountants of Parent. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet Parent is in compliance in all material respects with the provisions of the Company or in SOX and the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet listing and corporate governance rules and regulations of the Company as of December 31, 2009, (ii) Liabilities arising NYSE that are in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on each case applicable to the Company.

SEC Reports and Financial Statements. (a) The From December 31, 2013, the Company has timely filed with the SEC or furnished all forms, reports, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, documents and reports, the “Company SEC ReportsDocuments”). As of their respective dates, with respect or, if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate hereof, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of (and giving effect to) the Securities Actlast such amendment, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, Documents complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof, will not, contain not 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, Documents when filed complied as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, for normal year-end adjustments and for the absence of notes) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) The Neither the Company has no Liabilities that would be required to be reflected onnor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed by it the Company since January 1, 2006 (together with the SEC since the IPO (collectivelyall exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Actor if amended, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports Documents (i) complied, or with respect to those not yet filed, will comply, were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Act, as Sarbanes Act (to the extent then applicable, ) and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company has filed since January 1, 2006 or is required to file any registration statements, prospectuses, reports, forms, statements, schedules, certifications or other documents with the SEC. (b) Each of the balance sheets included consolidated financial statements (including, in or incorporated by reference into each case, any related notes thereto) contained in the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”), including each Company SEC Document filed after the date hereof until the Closing, (i) fairly presentscomplied, as of their respective dates of filing with the SEC, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments which were not, or are not expected to be, material). (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents and the statements contained in such certifications are true and accurate. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (d) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (ii) that transactions are executed in accordance with management’s general or specific authorizations; (iii) that access to assets is permitted only in accordance with management’s general or specific authorization and (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has (i) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information is made known to management of the Company by others within the Company to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents and (ii) disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. The Company has made available to Parent copies of documentation related to such disclosure contemplated in clauses (A) and (B) above. (e) There are no Liabilities that would amendments or modifications, which are or will be required to be reflected onfiled with the SEC, but have not yet been filed with the SEC, to (i) agreements, documents or reserved against inother instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and (ii) the Company SEC Documents themselves. The Company has timely responded to all comment letters from the Staff of the SEC relating to the Company SEC Documents and the SEC has not asserted that any of such responses are inadequate, a balance sheet insufficient or otherwise non-responsive. The Company has made available to Parent true, complete and correct copies of all correspondence with the SEC occurring since January 1, 2006. None of the Company SEC Documents filed on or in prior to the notes theretodate hereof is, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including to the notes to), the consolidated balance sheet Knowledge of the Company, subject to ongoing SEC review or investigation. (f) The Company as is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyNYSE.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedulesEach periodic report, registration statements statement and definitive proxy statements statement filed by the Company with the Securities and Exchange Commission ("SEC") since it has been required to be filed by it with the SEC do so (as such documents since the IPO (collectivelytime of their filing have been amended and each document filed between the date hereof and the Effective Time, the “"Company SEC Reports”"). As , which include all the documents (other than preliminary material) that the Company was required to file with the SEC, as of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect applicable to those not yet filed, will not, contain such Company SEC Reports. None of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each , 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 balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the have been filed. The financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, such reports comply as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, have been prepared in accordance with U.S. GAAPgenerally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the cases of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except for (i) Liabilities that were so reserved on, or reflected in (including as and to the notes to), extent set forth on the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 20091997 (including the notes thereto) (the "Company Balance Sheet"), (ii) Liabilities arising as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (iii) as described in the Company SEC Reports (iv) as incurred in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not not, individually or in the aggregate have a Material Adverse Effect on the Company or (v) as would not, individually or in the aggregate, otherwise have a Material Adverse Effect on the Company.

SEC Reports and Financial Statements. (a) The Since January 1, 2017, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, documents and reports, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to filing dates the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Documents (iincluding amendments) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof, will not, contain not contain) any untrue statement of a material fact or omitted to state (or, with respect to Company 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 made therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in Company 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 Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2017 relating to the Company SEC Documents, together with all written responses of the Company thereto. Since January 1, 2017, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) 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 Entity of any Company SEC Documents (including the financial statements included therein). No Company 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) Each of the balance sheets The financial statements included in or incorporated by reference into the Company SEC Reports Documents (including the related notes and schedulesi) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with (A) the books and records of Company and the Company Subsidiaries and (B) U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and (iii) fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of the unaudited financial statements, to normal year-end adjustments and the absence of notes). No financial statements of any Person, other than a Company Subsidiary, are required by GAAP to be included in the financial statements. (c) The Company 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 no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act 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 the Company 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 the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed or furnished by it with the SEC Company since the IPO Lookback Date (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Actor if amended, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports Documents (i) complied, or with respect to those not yet filed, will comply, were prepared in accordance and complied in all material respects with the applicable requirements of the Exchange Sarbanes Act, the Securities Act and the Securities Act, as Exchange Act (to the extent then applicable, ) and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into in the Company SEC Reports Documents, (including i) complied, as of its respective date of filing with the related notes and schedules) fairly presentsSEC, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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, (ii) 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 in the notes thereto 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 presented in all material respects the consolidated financial position of the Company and its Subsidiaries, as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (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) The Since the Lookback Date, the Company 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. The Company’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) 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 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 Sarbanes Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company 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 the Company management’s most recently completed assessment of the Company’s internal controls over financial reporting, (i) the Company’s principal executive officer and its principal financial officer have disclosed to the Company’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 the Company’s Knowledge there is no Liabilities fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. To the Company’s Knowledge, no executive officer or director of the Company has received or otherwise had or obtained knowledge of, and no auditor, accountant, employee or Representative of the Company has provided written notice to the Company or any executive officer or director of, any substantive complaint or allegation that the Company or any of its Subsidiaries has engaged in improper accounting practices. (d) As of the date of this Agreement and to the Company’s Knowledge, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company prior to the date of this Agreement. None of the Company SEC Documents filed on or prior to the date of this Agreement is, to the Company’s Knowledge, subject to ongoing SEC review or investigation. (e) Since the Lookback Date, except as disclosed in the Company SEC Documents, no event has occurred and no transactions or series of transactions, agreements, arrangements, understandings or relationship or relationships to which the Company or any of its Subsidiaries was or is to be a party exists that would be required to be reflected on, or reserved against in, a balance sheet of disclosed by the Company or in pursuant to Item 404 of Regulation S-K. (f) Since the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to)Lookback Date, the consolidated balance sheet Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyNasdaq.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with the SEC SEC, and has made available to Parent true and complete copies of all such forms, reports, schedules, statements and other documents filed by it since January 1, 2001, under the IPO Exchange Act or the Securities Act (collectivelysuch forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “Company SEC ReportsDocuments”). As To the Company’s Knowledge, each of their respective datesthe Company SEC Documents, at the time filed, (i) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such Company SEC Reports filed pursuant to the Exchange Act, Document and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (iii) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement the applicable rules and regulations of a material fact or omit to state a material fact the SEC thereunder. No Subsidiary is required to be stated therein file any form, report or necessary to make other document with the statements made therein, in the light of the circumstances under which they were made, not misleadingSEC. (b) Each of the balance sheets The consolidated financial statements included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, have been prepared in accordance with U.S. GAAP, GAAP (except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes to)thereto or, in the case of the unaudited statements of the Company, as permitted by SEC Forms 10-Q and 8-K) and fairly present in all material respects (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated balance sheet financial position, results of operations and cash flows of the Company as of December 31, 2009, (ii) Liabilities arising for the periods presented in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyCompany SEC Documents.

SEC Reports and Financial Statements. (a) The Since January 1, 2008, the Company has filed with the SEC all material forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, including all exhibits and schedules thereto and all documents incorporated by reference therein, the “Company SEC Reports”)) required to be filed by the Company with the SEC under the Exchange Act and the Securities Act. As of their respective dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as date of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actthis Agreement, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and (ii) did notthe respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, or with respect to those not yet each as in effect on the date so filed, will notand none of the Company SEC Reports (other than the financial statements and notes and schedules thereof contained therein, contain as to which representations are made in Section 3.5(b) hereof) 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 made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presents, of the Company contained in the Company SEC Reports (i) complied as of their respective dates as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (ii) were been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP), and (iii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal and recurring year-end or audit adjustmentsadjustments which were not expected to be material in amount). (c) With respect to each annual report on Form 10-K, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since December 31, 2007, the principal executive officer and principal accounting or financial officer of the Company (or each former principal executive officer and each former principal accounting or financial officer of the Company) have made all certifications and management reports on internal control over financial reporting required by the Xxxxxxxx-Xxxxx Act, the Exchange Act, and any related rules and regulations promulgated by the SEC, and the statements contained in such certifications and reports were complete and correct in all material respects as of their respective filing dates, as amended if amended. (d) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities. The Company’s principal executive officer and principal accounting or financial officer (or each former principal executive officer and principal accounting or financial officer) have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting. (e) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act. Each ) or director of the Company. The Company Financial Statements has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (including f) Since January 1, 2008, the related notes, where applicable) complies Company has complied in all material respects with the applicable accounting requirements listing and with the published corporate governance rules and regulations of the SEC with respect theretoAmex. (cg) The Company has made available to Parent copies of the documentation creating or governing, all securitization transactions, rights of a third party to receive future payments due to the Company or any Subsidiary, rights to make payments on behalf of the Company or any Subsidiary to any third party or joint venture, agreements to allow any third party to issue bankers acceptances or similar commercial paper based on third party invoices issued by the Company or any Subsidiary and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) or obligations to fund any third party vendor or extend credit to any third party that existed or were effected by the Company or its direct or indirect Subsidiaries since January 1, 2008. (h) Since January 1, 2008, there has been no Liabilities transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be reflected on, or reserved against in, a balance sheet disclosed under Item 404 of Regulation S-K of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC.

SEC Reports and Financial Statements. (a) The Since January 1, 2017, the Company has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed or furnished under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2017, December 31, 2018 and December 31, 2019, respectively, (ii) its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30 for each of 2017, 2018 and 2019, and the quarterly periods ended March 31, 2020 and June 30, 2020, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2017 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements filed or furnished by it the Company with the SEC since January 1, 2017. The documents described in clauses (i)-(iv) above, as amended (whether filed before, on or after the IPO (collectivelydate of this Agreement), are referred to in this Agreement collectively as the “Company SEC Reports”). Documents.” As of their respective dates, with respect to the Company SEC Reports filed pursuant to Documents, including the Exchange Actfinancial statements and schedules provided therein or incorporated by reference therein, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (iix) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (by) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, complied in all material respects, respects with the financial position applicable requirements of the Company as of its dateExchange Act, and each the rules and regulations promulgated thereunder, and the Securities Act of 1933, as amended, and the statements of income, stockholders’ equity rules and cash flows of the Company included in or incorporated by reference into the Company SEC Reports regulations promulgated thereunder (including any related notes and schedules) (collectively, the “Company Financial StatementsSecurities Act”) fairly presents, in all material respects, the results of operations and cash flows), as the case may be, . No Subsidiary of the Company for files or is required to file periodic reports with the periods set forth therein SEC, either pursuant to the requirements of the Exchange Act or by contract. (subjectb) The December 31, in 2019 consolidated balance sheets of the case Company and its Subsidiaries (the “Company Balance Sheet”) and the related consolidated statements of unaudited statementsoperations and comprehensive income (loss), to normal year-end audit adjustments)consolidated statements of cash flows, and consolidated statements of stockholders’ equity (including, in each case in accordance with U.S. GAAPcase, except the related notes, where applicable), as may be noted therein and, reported in the case of unaudited quarterly financial statements, as permitted by Company’s Annual Report on Form 10-Q K for the fiscal year ended December 31, 2019 filed with the SEC under the Exchange Act. Each , and the unaudited condensed consolidated balance sheets of the Company Financial Statements and its Subsidiaries (including the related notes, where applicable) complies as of June 30, 2020 and the related unaudited condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows, and condensed consolidated statements of stockholders’ equity for the six-month period then ended (in each case including the related notes, where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement but prior to the Closing Date will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects in accordance with GAAP, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement but prior to the Closing Date will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in all material respects; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement but prior to the Closing Date will be, prepared in accordance with generally accepted accounting principles applied in the United States (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxxx LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) The Company has To the knowledge of the Company, there are no Liabilities that would be required to be reflected onoutstanding comments from, or reserved unresolved issues raised by, the SEC with respect to the Company SEC Documents, and no enforcement action has been initiated against inthe Company relating to disclosures contained in any Company SEC Documents. (d) Since December 31, a balance sheet 2017, (1) neither the Company nor any director, officer, employee, auditor, accountant or representative of the Company or in any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the notes theretoaccounting or auditing practices, prepared in accordance with U.S. GAAPprocedures, except for (i) Liabilities that were so reserved on, methodologies or reflected in (including the notes to), the consolidated balance sheet methods of the Company as or any of December 31its Subsidiaries or their respective internal accounting controls, 2009including any material complaint, (ii) Liabilities arising allegation, assertion or claim that either of the Company or any of its Subsidiaries has engaged in the ordinary course of business (including trade indebtedness) since December 31, 2009 questionable accounting or auditing practices and (iii2) Liabilities which would no attorney representing the Company or any of its Subsidiaries, whether or not have employed thereby, has reported evidence of a Material Adverse Effect on material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their officers, directors, employees or agents, to the Company Board or any committee thereof or to any director or officer of the Company. (e) None of the Company or its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or agreement (including any agreement relating to any transaction or relationship between or among one or more of the Company and its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract or agreement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.

SEC Reports and Financial Statements. (a) The Since January 1, 2007, the Company has filed with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”)) required to be filed by the Company with the SEC. As of their respective dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as date of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actthis Agreement, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and (ii) did notthe respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, or with respect to those not yet filed, will not, contain and none of the Company 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 made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding comments from the Staff of the SEC with respect to any of the Company SEC Reports. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, consolidated statements of stockholders’ equity and consolidated statements of cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presentsof the Company contained in the Company SEC Reports have been prepared from the books and records of the Company and the Company Subsidiaries, comply as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity 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 otherwise noted therein) and present fairly the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, adjustments in the case ordinary course of unaudited quarterly financial statementsbusiness). Except as reflected in the Company Financial Statements, as permitted by Form 10-Q under neither the Exchange Act. Each Company nor any of the Company Financial Statements Subsidiaries has any liabilities or obligations of any nature (including whether accrued, absolute, contingent or otherwise), other than any liabilities incurred since December 31, 2009 which, individually or in the related notesaggregate, where applicable) complies in all material respects with applicable accounting requirements have not had and with the published rules and regulations of the SEC with respect theretowould not reasonably be expected to have a Company Material Adverse Effect. (c) Except as described on Section 3.5(c) of the Company Disclosure Letter, with respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since August 29, 2002, the chief executive officer and chief financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct. The Company has no Liabilities established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that would be material information relating to the Company required to be reflected ondisclosed in the Company’s Exchange Act Reports, or reserved against inincluding its consolidated Company Subsidiaries, a balance sheet is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company or Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including Company’s periodic reports required under the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyExchange Act.

SEC Reports and Financial Statements. (a) The Company Liberty has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it with the SEC since the IPO (collectively, the “Company Liberty SEC Reports”). As of their respective dates, with respect to the Company Liberty SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company Liberty SEC Reports filed pursuant to the Securities Act, the Company Liberty SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company Liberty SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company Liberty as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company Liberty included in or incorporated by reference into the Company Liberty SEC Reports (including any related notes and schedules) (collectively, the “Company Liberty Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company Liberty for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Liberty Financial 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. (c) The Company Liberty has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company Liberty or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company Liberty as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyLiberty. (d) The books and records of Liberty have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed by it Parent since January 1, 2006 (together with the SEC since the IPO (collectivelyall exhibits and schedules thereto and all information incorporated therein by reference, the “Company Parent SEC ReportsDocuments”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Actor if amended, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company Parent SEC Reports Documents (i) complied, or with respect to those not yet filed, will comply, were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Act, as Sarbanes Act (to the extent then applicable, ) and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports consolidated financial statements (including the related notes and schedules) fairly presentsincluding, in all material respectseach case, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedulesthereto) contained in the Parent SEC Documents, including each Parent SEC Document filed after the date hereof until the Closing, (collectively, the “Company Financial Statements”i) fairly presents, in all material respects, the results of operations and cash flowscomplied, as of their respective dates of filing with the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statementsSEC, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material). (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet Each of the Company principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents and the statements contained in such certifications are true and accurate. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the notes thereto, prepared Sarbanes Act. (d) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, except ; (ii) that transactions are executed in accordance with management’s general or specific authorizations; (iii) that access to assets is permitted only in accordance with management’s general or specific authorization and (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Parent has (i) Liabilities that were so reserved on, or reflected in designed disclosure controls and procedures (including within the notes to), the consolidated balance sheet meaning of Rules 13a-15(e) and 15d-15(e) of the Company as Exchange Act) to ensure that material information is made known to management of December 31, 2009, Parent by others within Parent to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent SEC Documents and (ii) Liabilities arising disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies and material weaknesses in the ordinary course design or operation of business (including trade indebtedness) since December 31internal controls over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, 2009 process, summarize and report financial data and (iiiB) Liabilities which would any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effect on significant role in its internal controls. (e) Parent is in compliance in all material respects with the Companyapplicable listing and corporate governance rules and regulations of the NYSE.

SEC Reports and Financial Statements. (a) The Company has Lilis is considered to have timely filed with the SEC all forms and documents required to be filed by it since November 30, 2014 under the Exchange Act, including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports, schedules, reports and registration statements and definitive proxy statements required to be filed by it Lilis with the SEC since November 30, 2014. The documents described in the IPO foregoing clauses (collectivelyi)-(iii), in each case as amended (whether filed prior to, on or after the date of this Agreement), are referred to in this Agreement collectively as the “Company Lilis SEC Reports”). Documents.” As of their respective datesdates or, with respect if amended and publicly available prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or date of such amendment with respect to those not yet fileddisclosures that are amended, will complythe Lilis SEC Documents, in all material respects with including the applicable requirements of the Exchange Act financial statements and the Securities Actschedules provided therein or incorporated by reference therein, as applicable, and (iix) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Xxxxxxxx-Xxxxx Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC thereunder. The Merger Sub is not subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, any stock exchange or any other comparable Governmental Entity. (bi) Each The December 31, 2014 balance sheet of Lilis (the balance sheets included in or incorporated by reference into the Company SEC Reports (including “Lilis Balance Sheet”) and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of incomeoperations, stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Lilis’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC under the Exchange Act, fairly present (within the meaning of the Company included in or incorporated Xxxxxxxx-Xxxxx Act), and the financial statements to be filed by reference into Lilis with the Company SEC Reports (including any related notes and schedules) (collectively, after the “Company Financial Statements”) date of this Agreement will fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein present (subject, in the case of unaudited statements, to recurring audit adjustments normal year-end audit adjustmentsin nature and amount), in each case all material respects, the financial position and the results of operations, cash flows and changes in accordance with U.S. GAAP, except stockholders’ equity of Lilis as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies in all material respects complies, and the financial statements to be filed by Lilis with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iii) each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Lilis with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The books and records of Lilis has been, and is being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxx & Associates LLP was a registered public accounting firm for Lilis, as disclosed in the Lilis SEC Documents. Xxxxxx LLP is a registered public accounting firm for Lilis and has not resigned (or indicated that it declines to stand for re-appointment after completion of the current audit) or been dismissed as a registered public accounting firm for Lilis. (c) The Company exercise price of each Lilis Option has been no Liabilities that would be required to be reflected on, or reserved against in, less than the fair market value of a balance sheet share of Lilis Common Stock as determined on the date of grant of such Lilis Option and all grants of the Company Lilis Options were validly issued and properly approved by the Lilis Board (or a duly authorized committee or subcommittee thereof) in the notes thereto, prepared material compliance with applicable Law and recorded in Lilis’s financial statements referred to in Section 4.5(b) in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, and no such grants involved any “back dating,” “forward dating” or reflected in (including similar practices with respect to the notes to), the consolidated balance sheet effective date of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companygrant.

SEC Reports and Financial Statements. (a) The Since January 1, 2006, the Company has filed with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, the “Company SEC Reports”)) required to be filed by the Company with the SEC, excluding reports on Forms 4 or 5. As of their respective datesdates and, with respect if amended or superseded by a subsequent filing prior to the Company SEC Reports filed pursuant to date of this Agreement or the Exchange ActEffective Date, and then as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actdate of such filing, the Company SEC Reports (i) compliedReports, including, without limitation, any financial statements or with respect to those not yet filedschedules included therein, complied or will comply, comply in all material respects with the applicable requirements of the Exchange ‘33 Act, the ‘34 Act and the Securities Act, as applicablerules and regulations of the SEC applicable to such Company SEC Reports, and (ii) did not, or with respect to those not yet filed, will not, contain none of the Company 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. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to sections 12 or 15 of the ‘34 Act. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The audited and unaudited financial statements (including the related notes and schedules) fairly presentsincluding, in all material respectseach case, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) of the Company contained in the Company SEC Reports have been prepared from the books and records of the Company, and the Company Financial Statements present fairly presents, in all material respects, respects the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and its consolidated subsidiaries as of the dates thereof or for the periods set forth presented therein in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as otherwise noted therein, including the related notes, and subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, adjustments in the case ordinary course of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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 theretobusiness). (c) The Except as disclosed in the Company has no Liabilities that would be required to be reflected on, SEC Reports or reserved against in, a balance sheet as described in Section 2.4(c) of the Company Disclosure Letter, since January 1, 2006 the Company has not incurred any liabilities or in the notes theretoobligations of any nature, prepared in accordance with U.S. GAAPwhether accrued, contingent or absolute or otherwise (including without limitation under royalty arrangements), except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities those arising in the ordinary course of business (including trade indebtedness) since December 31consistent with past practice and that would not, 2009 and (iii) Liabilities which would not individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed or furnished by it with since January 1, 2014, under the SEC since Exchange Act or the IPO Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Company SEC ReportsDocuments”). As of their its respective datesdate or, with respect to if amended, as of the date of the last such amendment, each Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Document (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will 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 Document or necessary in order to make the statements made thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleading. misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2014, has been, required to file any forms, reports or other documents with the SEC. Each of the balance sheets consolidated financial statements included in or incorporated by reference into the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents(A) has been derived from the books and records of the Company and its consolidated Subsidiaries, (B) complies in all material respects, respects with the results of operations applicable accounting requirements and cash flows, as with the case may be, published rules and regulations of the Company for SEC with respect to such requirements, (C) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied in all material respects on a consistent basis during the periods set forth therein involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure), in each case in accordance with U.S. GAAP, except as may be noted therein andand (D) fairly presents, in all material respects, the case consolidated financial position and the consolidated results of unaudited quarterly operations and cash flows of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to in the Company Financial Statements. (b) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s Financial Statements or other Company SEC Documents. (c) Each of the principal executive officers of the Company and the principal financial statementsofficer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects. To the Knowledge of the Company, based on facts known as permitted of the date hereof, the Company’s outside auditors and its principal executive officer and principal financial officer are expected to be able to make the certifications required by Form 10-Q Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents when next due for the quarter ended June 30, 2016. For purposes of this Agreement, “principal executive officer” and “principal financial officer” will have the meanings given to such terms in SOX. (d) 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 under the Exchange Act. Each To the Knowledge of the Company, the Company’s disclosure controls and procedures are designed to provide reasonable assurance 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 SOX. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company Financial Statements (including has disclosed to the related notes, where applicable) complies in all material respects with applicable accounting requirements Company’s auditors and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet audit committee of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for Board (i) Liabilities any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that were so reserved on, or reflected are reasonably likely to adversely affect in (including any material respect the notes to), the consolidated balance sheet of the Company as of December 31, 2009, Company’s ability to report financial information and (ii) Liabilities arising any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course of business (including trade indebtedness) since December 31Company’s internal control over financial reporting, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the Companydate hereof.

SEC Reports and Financial Statements. (a) The Company Except as set forth in Section 4.5(a) of the Parent Disclosure Letter, Parent has timely filed with the SEC all forms and documents required to be filed by it since January 1, 2005 under the Exchange Act, including (A) its Annual Reports on Form 10-K, (B) its Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of stockholders of Parent (in the form mailed to stockholders), and (D) all other forms, reports, schedules, reports and registration statements and definitive proxy statements required to be filed by it Parent with the SEC since January 1, 2005. The documents described in clauses (A)-(D) above, in each case as amended (whether filed prior to, on or after the IPO (collectivelydate of this Agreement), are referred to in this Agreement collectively as the “Company Parent SEC Reports”). Documents.” As of their respective datesdates or, with respect if amended and publicly available prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or date of such amendment with respect to those not yet fileddisclosures that are amended, will complythe Parent SEC Documents, in all material respects with including the applicable requirements of the Exchange Act financial statements and the Securities Actschedules provided therein or incorporated by reference therein, as applicable, and (iix) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Sxxxxxxx-Xxxxx Act and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries of Parent is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NYSE, any stock exchange or any other comparable Governmental Entity. (b) Each The December 31, 2007 consolidated balance sheet of Parent (the “Parent Balance Sheet”) and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the SEC under the Exchange Act, fairly present (within the meaning of the balance sheets included in or incorporated Sxxxxxxx-Xxxxx Act), and the financial statements to be filed by reference into Parent with the Company SEC Reports (including after the related notes and schedules) date of this Agreement will fairly presentspresent, in all material respects, the consolidated financial position and the consolidated results of the Company as of its dateoperations, cash flows and each of the statements of income, changes in stockholders’ equity of Parent and cash flows its Subsidiaries as of the Company included in respective dates or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the respective fiscal periods therein set forth therein (subject, in the case forth; each of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements such statements (including the related notes, where applicable) complies in all material respects complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to Parent and has not resigned or been dismissed as independent public accountants of Parent. Ernst & Young has not indicated to Parent that it has any material disagreements with Parent’s accounting policies. (c) The Company Parent has not received any notice from the SEC that its accounting policies are subject to review or investigation, except for those comments previously issued by the SEC that have been resolved. (d) Since January 1, 2005, (A) the exercise price of each Parent Stock Option has been no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet less than the Fair Market Value (as defined under the terms of the Company respective Parent stock plan under which such Parent Stock Option was granted) of a share of Parent Common Stock as determined on the date of grant of such Parent Stock Option, and (B) all grants of Parent Stock Options were validly issued and properly approved by the Parent Board (or a duly authorized committee or subcommittee thereof) in the notes thereto, prepared material compliance with applicable Law and recorded in Parent’s financial statements referred to in Section 4.5(b) in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, and no such grants involved any “back dating,” “forward dating” or reflected in (including similar practices with respect to the notes to), the consolidated balance sheet effective date of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companygrant.

SEC Reports and Financial Statements. (a) The Since April 1, 2015, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, documents and reports, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to filing dates the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Documents (iincluding amendments) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of NASDAQ, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or with respect to Company 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 made therein, in the light of the circumstances under which they were made, not misleading. Since April 1, 2015, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies 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 fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited financial statements, to 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). (c) The Company 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 no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act 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 the Company nor any of its executive officers has received since April 1, 2015 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Since January 1, 2021, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, schedules, documents and reports, the “Company SEC ReportsDocuments”). As of their respective datesfiling dates or, with respect if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate hereof, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of (and giving effect to) the Securities Actlast such amendment, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, Documents complied in all material respects with the applicable requirements of Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Exchange Act and the Securities Act, as applicableapplicable rules and regulations promulgated in each case thereunder and the listing and corporate governance rules and regulations of NYSE, and none of the SEC Documents contained (ii) did notor, or with respect to those not yet filedSEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or, with respect to 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 made therein, at the time and in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projection or forward-looking statement. Since January 1, 2021, neither the Company nor any Company Subsidiary has received from the SEC any written comments or questions with respect to any of the 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 that such SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date hereof, any investigation or review being conducted by the SEC of any SEC Documents (including the financial statements included therein). Except as set forth in Section 3.5(a) of the Company Disclosure Letter, no Company Subsidiary is required to file any schedule, form, report, statement, prospectus, registration statement or other document with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) of the Company included or incorporated by reference in the SEC Documents when filed or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, and fairly presents, present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries, as of its dateat the respective dates thereof, and each the consolidated results of the statements of income, stockholders’ equity their operations and their consolidated cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the respective periods set forth therein then ended (subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted adjustments that are not material and any other adjustment described therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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 and to the absence of notes) and were prepared in accordance with respect theretoUnited States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments that are not material and any other adjustment described therein permitted by the rules and regulations of the SEC, including Form 10-Q, and to the absence of notes). (c) The Company has no Liabilities that would be been since January 1, 2021 and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Since January 1, 2021, the Company’s principal executive officer and principal financial officer have made all certifications required to be reflected onby the Xxxxxxxx-Xxxxx Act. Neither the Company 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 the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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(b) 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companyany SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed by it the Company since January 1, 2016 (together with the SEC since the IPO (collectivelyall exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). As of their respective dates, with respect or if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports Documents (i) compliedwere (or, or with respect to those not yet filedany Company SEC Document filed after the date of this Agreement, will comply, be) prepared in all material respects accordance and complied with the applicable requirements of the Exchange Securities Act and the Securities Act, as Exchange Act (to the extent then applicable, ) and (ii) did notnot (or, or with respect to those not yet filedany Company SEC Document filed after the date of this Agreement, will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were (or, with respect to any Company SEC Document filed after the date of this Agreement, will be) made, not misleading. (b) Each of the balance sheets included consolidated financial statements (including, in each case, any related notes thereto) contained or incorporated by reference into in the Company SEC Reports Documents Table of Contents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”), (i) fairly presents, in all material respects, the results of operations and cash flowscomplied, as of their respective dates of filing with the case may beSEC, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except, 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 presented in all material respects and in accordance with GAAP applied on a consistent basis the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments, which are not in the aggregate material). (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the related rules and regulations promulgated thereunder. The Company maintains and has no Liabilities maintained 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) that would be conforms in all material respects to the requirements of Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be reflected ondisclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of the Company 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 management of the Company completed its 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 Company’s fiscal year ended on February 25, 2017, and such assessment concluded that as of such date such controls were effective. 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 Board of Directors of the Company (x) all significant deficiencies, if any, in the design or reserved against inoperation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, a balance sheet process, summarize and report financial data and have identified to such auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the notes theretoCompany’s internal control over financial reporting; and the Company has provided to Parent prior to the date of this Agreement true, prepared correct and complete copies of any such disclosures made from January 1, 2016 to the date of this Agreement. In the event that any such material weakness or fraud was identified, each of the Company and its Subsidiaries has addressed and resolved any such material weakness or fraud. (d) Except for matters resolved prior to the date of this Agreement, since January 1, 2015, (i) none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees, auditors, accountants or other Representatives has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, Table of Contents procedures, methodologies or methods of the Company, its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors of the Company or to the chief executive officer or general counsel of the Company in accordance with U.S. GAAP, except for Section 307 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder. (ie) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet None of the Company as SEC Documents filed on or prior to the date of December 31this Agreement is, 2009, (ii) Liabilities arising in to the ordinary course Knowledge of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company, subject to ongoing SEC review, including outstanding or unresolved comments in comment letters received by the Company from the SEC staff. (f) Neither the Company nor any Subsidiary of the Company has listed any of its securities on any stock exchange in any jurisdiction, other than the Company Common Shares and the rights under the Rights Agreement listed by the Company on NASDAQ. The Company is in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ. (g) No Subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has filed As of the respective dates of their filing with the SEC Securities and Exchange Commission of the United States (the "Commission"), all forms, reports, schedules, registration statements and definitive proxy statements required to be other filings, together with any amendments thereto, filed by it the Company with the SEC since Commission (the IPO (collectively, the “Company "SEC Reports”"). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and (ii) the rules and regulations of the Commission promulgated thereunder, except as Disclosed in the SEC Reports. Except as disclosed in the SEC Reports, the SEC Reports did not, or not at the time they were filed with respect to those not yet filed, will notthe Commission, 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 Company has (i) delivered or made available to SAIF true and complete copies of, or will make available on SAIF's request, (x) all correspondence (which is material, substantive or otherwise relevant to SAIF in connection with its investment in the Subscribed Shares) relating to the Company between the Commission, the NASD and/or the United States Attorneys Office and the Company or its legal counsel and accountants since April 1, 2001 (other than routine Commission filing package cover letters) and (y) all material correspondence between the Company or its counsel and the Company's auditors since April 1, 2001, relating to any audit, financial review or preparation of financial statements of the Company (other than correspondence which the Company reasonably believes is subject to a privilege). The Company is not aware of any issues raised by the Commission with respect to any of the SEC Reports, other than those disclosed in the SEC Reports; and (b) Each Except as disclosed in the SEC Reports, the consolidated financial statements of the balance sheets included Company (including, in each case, any related schedules or notes thereto) contained in or incorporated by reference into in the SEC Reports and any such reports, registration statements and other filings to be filed by the Company SEC Reports with the Commission prior to the Closing Date (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules"Financial Statements") (collectively, the “Company Financial Statements”i) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. Commission and U.S. GAAP consistently applied during the periods involved (c) The Company has no Liabilities that would except as may be required to be reflected on, or reserved against in, a balance sheet of the Company or indicated in the notes thereto, prepared ) and (ii) fairly present in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), all material respects the consolidated balance sheet financial position of the Company and its Subsidiaries as of December 31the respective dates thereof and the consolidated results of operations, 2009statements of stockholders' equity and cash flows for the periods indicated, (ii) Liabilities arising in except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and may omit footnote disclosure as permitted by regulations of the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyCommission.

SEC Reports and Financial Statements. Except as set forth on Schedule 4.7: (a) The Company has filed with the SEC all formsSince March 30, reports2009, scheduleseach form, report, schedule, registration statements statement, proxy statement, information statement, exhibit and definitive proxy statements any other document, to the extent required to be filed in accordance with Applicable Law by it the Company with the SEC since Securities and Exchange Commission (the IPO “SEC”) (collectivelyas such documents have been amended prior to the date hereof, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their its respective effective datesdate, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, has complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and was timely filed (except where a valid extension of the Securities Actfiling date was filed and the applicable SEC Report was filed within the period permitted by such extension). None of the SEC Reports, as applicableof their respective dates, and (ii) did not, or with respect to those not yet filed, will 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 made 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. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the The financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company such SEC Reports (including and any notes related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, thereto comply as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the financial position of the Company as at the dates thereof and the results of their operations and cash flows for the periods then ended. (c) The Company has no Liabilities does not have any direct or indirect liabilities that would be required to be were not fully and adequately reflected on, or reserved against in, a on the balance sheet of the Company or described in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including to the notes to), the consolidated balance sheet audited financial statements of the Company. The Company as has no Knowledge of December 31any circumstance, 2009condition, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companyevent or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed or furnished with the SEC United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, registration statements and statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) required to be filed or furnished by it the Company with the SEC since (such documents, together with any documents filed or furnished, as applicable, by the IPO (collectivelyCompany with the SEC during such period on a voluntary basis, the “Company SEC Reports”). As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities ActAgreement Date, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and the Xxxxxxxx-Xxxxx Act and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) of the Company contained in the Company SEC Reports, as of their respective dates of filing with the SEC (collectivelyor, if such Company SEC Reports were amended prior to the Agreement Date, the “Company Financial Statements”) fairly presentsdate 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 respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, subject to normal and recurring year-end adjustments) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations operations, cash flows and cash flows, as the case may be, stockholders’ equity of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), except to the extent that information contained in each case in accordance with U.S. GAAPsuch Company SEC Report has been reviewed, except as may be noted therein andamended, in modified or supplemented (prior to the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each date of the Agreement) by a subsequent Company Financial 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 theretoReport. (c) The Neither the Company nor any of the Company Subsidiaries has no Liabilities that would be any liabilities required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of the Company or in the notes theretoCompany, prepared in accordance with U.S. GAAP, except for except: (i) Liabilities that were so liabilities reflected or reserved on, or reflected against in (including the notes to), the consolidated balance sheet (or the notes thereto) of the Company as of December 31, 20092021 included in the Company SEC Reports (the “Balance Sheet”), (ii) Liabilities arising liabilities incurred after December 31, 2021 in the ordinary course of business (including trade indebtednessnone of which relate to breach of Contract, breach of warranty, tort, infringement or violation of applicable Law), (iii) since December 31liabilities incurred in connection with the Transactions or the vitaCare Transaction, 2009 (iv) executory obligations under any Contract (none of which is a liability for a breach thereof); provided that, with respect to Company Material Contracts in effect on the Agreement Date, such Contract was made available to Parent prior to the Agreement Date and, with respect to Contracts entered into subsequent to the Agreement Date, such Contract was entered into in accordance with Section 6.2, or (v) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (d) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 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 include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company and provide reasonable assurance: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and directors of the Company and (iii) Liabilities 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. As of the Agreement Date, neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of any “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 over financial reporting, in each case that has not been subsequently remediated. (e) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (f) The Schedule 14D-9 will, when filed with the SEC, and any amendments or supplements thereto, when filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company’s stockholders, as applicable, comply in all material respects with the applicable requirements of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company expressly for inclusion or incorporation by reference in the Schedule TO and the other Offer Documents, or the Schedule 14D-9, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which would they are made, not have misleading. The representations and warranties contained in this Section 4.5(f) shall not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Schedule 14D-9 or other Offer Documents, as applicable, based upon information supplied by the Parent, Merger Sub, or any Subsidiary of Parent or any of their respective Representatives specifically for use or incorporation by reference therein. (g) Neither the Company nor any of the Company Subsidiaries is a Material Adverse Effect party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries in the Company’s published financial statements or other Company SEC Reports. (h) 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 Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (i) The Company is in compliance in all material respects with the applicable listing rules and policies of Nasdaq.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2008, 2009 and 2010, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2010, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 2010, and (iv) all other forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed or furnished by it with since January 1, 2011, under the SEC since Exchange Act or the IPO Securities Act (clauses (i) through and including (iv), collectively, the “Company SEC ReportsDocuments”). As of their its respective datesdate, with respect to and, if amended, as of the date of the last such amendment, each Company SEC Reports filed pursuant to the Exchange ActDocument, and as of their respective effective datesincluding any financial statements or schedules included therein, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will 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 Document or necessary in order to make the statements made thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. Each registration statement, as amended or supplemented, if applicable, filed by the Company pursuant to the Securities Act since December 31, 2008, as of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (b) . None of the Company’s Subsidiaries is, or at any time since January 1, 2011 has been, required to file any forms, reports or other documents with the SEC. Each of the balance sheets consolidated financial statements included in or incorporated by reference into the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents(w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, (y) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the results of operations and cash flows, periods involved (except as the case may be, of be indicated in the Company for Financial Statements or in the periods set forth therein (notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure), in each case in accordance with U.S. GAAP, except as may be noted therein andand (z) fairly presents, in all material respects, the case consolidated financial position and the consolidated results of unaudited quarterly operations and cash flows (and changes in financial statementsposition, if any) of the Company and its Subsidiaries as of the date and for the periods referred to in the Company Financial Statements. (b) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, (i) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), and including similar collaboration, participation or off-set arrangements or obligations, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or the Company Financial Statements, or (ii) any Contract relating to any transaction or relationship with, or ownership or other economic interest in, any variable interest entity. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as permitted applicable) has made all certifications required by Form 10-Q Rules 13a-14 and 15d-14 under the Exchange Act. Each Act and Sections 302 and 906 of SOX and the Company Financial 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 promulgated thereunder with respect theretoto the Company SEC Documents, and the statements contained in such certifications were and are true and complete on the date such certifications were made and as of the date of this Agreement, respectively. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since December 31, 2008, neither the Company nor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (cd) There are no outstanding or unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed by the Company with the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. (e) The Company has no Liabilities designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that would be all information required to be reflected ondisclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and the Exchange Act and the Securities Act, and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s outside auditors and the Audit Committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or reserved against inoperation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a balance sheet significant role in the Company’s internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed by the Company to Parent prior to the date hereof. Since December 31, 2008, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. (f) Since December 31, 2008 through the date of this Agreement, to the Knowledge of the Company (i) neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or in any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the notes theretoaccounting or auditing practices, prepared in accordance with U.S. GAAPprocedures, except for (i) Liabilities that were so reserved on, methodologies or reflected in (including the notes to), the consolidated balance sheet methods of the Company as or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092008, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) Liabilities arising in no attorney representing the ordinary course Company or any of business (including trade indebtedness) since its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board or any committee thereof or to any director or officer of the Company any evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on 2008, by the CompanyCompany or any of its officers, directors, employees or agents.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC SEC, on a timely basis, all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed or furnished by it since October 1, 2019 (the “Applicable Date”), under the Exchange Act or the Securities Act (collectively, together with any such form, report, schedule, statement or other document required to be filed with or furnished to the SEC since subsequent to the IPO (collectivelyAgreement Date, including any amendments thereto, the “Company SEC ReportsDocuments”). As of their its respective datesdate or, with respect to if amended, as of the date of the last such amendment, each Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Document (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will 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 Document or necessary in order to make the statements made thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleading. misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, each as in effect on the date so filed. None of the Company’s Subsidiaries is, or at any time since the Applicable Date, has been, required to file any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. Each of the balance sheets consolidated financial statements included in or incorporated by reference into the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents(i) complies in all material respects with the applicable accounting standards and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act with respect to such requirements, (ii) has been prepared in accordance with the United States’ generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the results of operations and cash flows, periods involved (except as the case may be, of be indicated in the Company for Financial Statements or in the periods set forth therein (notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X), in each case in accordance with U.S. GAAP, except as may be noted therein andand (iii) fairly presents, in all material respects, the case consolidated financial position and the consolidated results of unaudited quarterly operations and cash flows of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Company Financial Statements. (b) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid having any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries reflected or disclosed in the Company’s or such Subsidiary’s financial statementsstatements or other Company SEC Documents. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, as permitted and the statements contained in such certifications are accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. (d) The Company maintains disclosure controls and procedures that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, required by Form 10-Q Rule 13a-15 or 15d-15 under the Exchange Act. Each Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting provides reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company Financial Statements (including and its Subsidiaries are being made only in accordance with authorizations of management and the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations directors of the SEC with respect thereto. Company and (ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. The Company has no Liabilities disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the Agreement Date, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies or material weakness in the design or operation of its internal controls over financial reporting that would be required are reasonably likely to be reflected onadversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or reserved against innot material, that involves management or other employees who have a balance sheet significant role in the Company’s internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed to the Parent Parties prior to the Agreement Date. Since the Applicable Date, neither the Company nor its Subsidiaries has received any credible written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, its Subsidiaries or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companytheir respective internal accounting controls.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed by it the Company since January 1, 2017 (together with the SEC since the IPO (collectivelyall exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). As of their respective dates, with respect or if amended prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports Documents (i) compliedwere (or, or with respect to those not yet filedany Company SEC Document filed after the date of this Agreement, will comply, be) prepared in accordance and complied in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Act, as Exchange Act (to the extent then applicable, ) and (ii) did not, not (or with respect to those not yet filed, will not, as the case may be) 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 (or will be, as the case may be) made, not misleading. (b) Each of the balance sheets included consolidated financial statements (including, in each case, any related notes thereto) contained or incorporated by reference into in the Company SEC Reports Documents (including the related notes and schedules“Company Financial Statements”), (i) fairly presentscomplied, in all material respects, the financial position of the Company as of its datetheir respective dates of filing with the SEC, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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, (ii) was prepared, in all material respects, in accordance with GAAP applied on a consistent basis during the periods indicated (except, 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 in all material respects and in accordance with GAAP applied on a consistent basis the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements are subject to normal and recurring year-end and quarter-end adjustments, which are not in the aggregate material). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all accounts receivable reflected in the Company Financial Statements have arisen from bona fide transactions in the ordinary course of business and have been recorded in accordance with GAAP applied on a consistent basis. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the inventory reflected in the Company Financial Statements is valued on a specific identification basis at the lower of cost or the Company’s estimate of realizable value (i.e., the expected sale price upon disposition) consistent with past practice. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated thereunder. The Company maintains, and has no Liabilities maintained since January 1, 2017, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that would be all material information required to be reflected ondisclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, or reserved against inprocessed, a balance sheet 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 management of the Company or in as appropriate to allow timely decisions regarding required disclosure and to make the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including certifications required pursuant to Sections 302 and 906 of the notes to), the consolidated balance sheet Xxxxxxxx-Xxxxx Act. The management of the Company completed its 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 fiscal year ended December 31, 2018, and such assessment concluded that as of December 31, 20092018 such controls were effective. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 (x) all significant deficiencies, if any, in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial data and have identified to such auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal control over financial reporting; and the Company has provided to Parent prior to the date of this Agreement true, correct and complete copies of any such disclosures made from January 1, 2016 to the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the event that any such material weakness or fraud was identified, each of the Company and its Subsidiaries has addressed and resolved any such material weakness or fraud. (d) Except for matters resolved prior to the date of this Agreement, since January 1, 2016, (i) none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees, auditors, accountants or other Representatives has received written or, to the Knowledge of the Company, oral notice of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company, its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) Liabilities arising no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the chief executive officer or general counsel of the Company pursuant to the Company’s policies adopted in accordance with Section 307 of the ordinary course Sarbanes Oxley Act and the rules and regulations of business the SEC promulgated thereunder. (e) None of the Company SEC Documents filed on or prior to the date of this Agreement is, to the Knowledge of the Company, subject to ongoing SEC review, including trade indebtednessoutstanding or unresolved comments in comment letters received by the Company from the SEC staff. (f) since December 31Neither the Company nor any Subsidiary of the Company has listed any of its securities on any stock exchange in any jurisdiction, 2009 and (iii) Liabilities which would not have a Material Adverse Effect other than the shares of Company Common Stock listed by the Company on the CompanyNYSE. (g) No Subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act.

SEC Reports and Financial Statements. (a) The Since October 1, 2021, the Company has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, certifications, registration statements and statements, definitive proxy statements and other documents required to be filed or furnished by it the Company with or to the SEC SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents, as they have been supplemented, modified or amended since the IPO (collectivelydate of filing, are referred to herein as the “Company SEC Reports”). .” As of their respective dates, with respect and giving effect to any supplements, modifications or amendments thereto, (i) the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filedif filed or furnished after the date hereof, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Act, as applicable, rules thereunder; and (ii) did notnone of such Company SEC Reports contained, or with respect to those not yet filedif filed or furnished after the date hereof, will notcontain, contain 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each The balance sheets, and the related statements of operations, stockholders’ equity, and cash flows (including, in each case, any related notes and schedules thereto) of the balance sheets included Company contained in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presentscomplied, or if filed or furnished after the date hereof, will comply, as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes to 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 present fairly in all material respects the financial position and the results of operations and cash flows, as the case may be, flows of the Company as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments), in each case in accordance with U.S. GAAPnone of which would reasonably be expected to be material, except as may be noted therein and, individually or in the case of unaudited quarterly financial statements, aggregate). Except as permitted by Form 10-Q under the Exchange Act. Each of disclosed or reflected in the Company Financial Statements as of and for the periods ended December 31, 2023 and March 31, 2024, the Company and its Subsidiaries do not have any liabilities or obligations of any kind (whether absolute, contingent, absolute, fixed, accrued, determined, determinable or otherwise) required to be recorded, accrued or reflected on a balance sheet in accordance with GAAP, other than (i) liabilities or obligations incurred in the Ordinary Course of Business since March 31, 2024 (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law); (ii) liabilities or obligations that have not had a Company Material Adverse Effect; or (iii) liabilities or obligations incurred in connection with the Transactions. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the related notesCompany or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where applicablethe intended results, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Reports. (d) complies The Company and, to the Knowledge of the Company, each of its executive officers are in compliance in all material respects with the applicable accounting requirements 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 was accompanied by (or if filed after the date hereof, will be accompanied by) the certifications, if any, 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 (or if filed after the date hereof, will comply) in all material respects with the published applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (e) The Company maintains a system of disclosure controls and procedures and internal control over financial reporting designed in material compliance with Rules 13a-15 and 15d-15 promulgated under the Exchange Act, and such system is sufficient to provide reasonable assurance that (x) information required to be disclosed by the Company and its Subsidiaries in its filings with the SEC pursuant to 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and (y) the Company’s financial reporting and preparation of financial statements is in accordance with GAAP. Neither the Company nor, to the Knowledge of the Company, the Company’s auditors has been made aware of (i) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data or 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, in each case that has not been resolved. (f) Since October 1, 2021, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the SEC with respect theretoNasdaq. (cg) The Company has made available (including via the XXXXX system, as applicable) to Parent all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, in the prior two years. As of the date of this Agreement, there are no Liabilities that would be required to be reflected onoutstanding or unresolved comments in comment letters received from the SEC or its staff. To the Knowledge of the Company, or reserved against inas of the date hereof, a balance sheet none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or in outstanding SEC investigation. (h) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated under the notes theretoExchange Act, prepared in accordance with U.S. GAAPfor senior financial officers, except for (i) Liabilities that were so reserved onapplicable to its principal financial officer, comptroller or principal accounting officer, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companypersons performing similar functions.

SEC Reports and Financial Statements. (a) The Since January 1, 2020, the Company has timely filed or furnished with the SEC United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, registration statements and statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) required to be filed or furnished by it the Company with the SEC since (such documents, together with any documents filed or furnished, as applicable, by the IPO (collectivelyCompany with the SEC during such period on a voluntary basis, the “Company SEC Reports”). As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities ActAgreement Date, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and the Sxxxxxxx-Xxxxx Act and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each The consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the balance sheets included Company contained in or incorporated by reference into the Company SEC Reports, as of their respective dates of filing with the SEC (or, if such Company SEC Reports (including were amended prior to the related notes and schedules) fairly presentsAgreement Date, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, subject to year-end adjustments, the absence of footnotes and to any other adjustments described therein, including in any notes thereto) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of the Company as of its dateoperations, and each of the statements of incomecomprehensive loss, stockholders’ equity and cash flows of the Company included in or incorporated by reference into and the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, Subsidiaries in all material respects, the results of operations and cash flows, accordance with GAAP as the case may be, of the Company dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments, the absence of footnotes and to any other adjustments described therein, including in any notes thereto), except to the extent that information contained in each case in accordance with U.S. GAAPsuch Company SEC Report has been reviewed, except as may be noted therein andamended, in modified or supplemented (prior to the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each date of the Agreement) by a subsequent Company Financial 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 theretoReport. (c) The Neither the Company nor any of the Company Subsidiaries has no Liabilities that would be any liabilities or obligations of any nature, whether or not accrued, contingent, matured or otherwise, and whether or not required to be reflected on, or reserved against in, on a balance sheet of the Company (or in the notes thereto, ) prepared in accordance with U.S. GAAP, except for except: (i) Liabilities that were so liabilities reflected or reserved on, or reflected against in (including the notes to), the consolidated balance sheet (or the notes thereto) of the Company as of December 31September 30, 20092022 included in the Company SEC Reports (the “Balance Sheet”), (ii) Liabilities arising liabilities incurred after September 30, 2022 in the ordinary course of business (including trade indebtednessnone of which relate to breach of Contract, breach of warranty, tort, infringement or violation of applicable Law), (iii) since December 31liabilities incurred in connection with the Transactions, 2009 (iv) executory obligations under any Contract (none of which is a liability for a breach thereof) (provided that, with respect to Company Material Contracts in effect on the Agreement Date, such Contract was made available to Parent prior to the Agreement Date and, with respect to Contracts entered into subsequent to the Agreement Date, such Contract was entered into in accordance with Section 6.2), or (v) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (d) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 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 include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company and provide reasonable assurance: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and directors of the Company and (iii) Liabilities 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. As of the Agreement Date, neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of any “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 over financial reporting, in each case that has not been subsequently remediated. (e) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. (f) The Schedule 14D-9 will, when filed with the SEC, and any amendments or supplements thereto, when filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company’s stockholders, as applicable, comply in all material respects with the applicable requirements of the Exchange Act. None of the information supplied or to be supplied by or on behalf of the Company expressly for inclusion or incorporation by reference in the Schedule TO and the other Offer Documents, or the Schedule 14D-9, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company’s stockholders, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which would they are made, not have misleading. The representations and warranties contained in this Section 4.5(f) shall not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Schedule 14D-9 or other Offer Documents, as applicable, based upon information supplied by the Parent, Merger Sub, or any Subsidiary of Parent or any of their respective Representatives specifically for use or incorporation by reference therein. (g) Neither the Company nor any of the Company Subsidiaries is a Material Adverse Effect party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries in the Company’s published financial statements or other Company SEC Reports. (h) 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 Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (i) Except as otherwise set forth in the Company SEC Reports, the Company is in compliance in all material respects with the applicable listing rules and policies of Nasdaq.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with the SEC since the IPO December 22, 2003 (collectively, the “Company SEC ReportsDocuments”). As of their At the respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Acttimes they were filed, the Company SEC Reports Documents (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, comply in all material respects, respects with the financial position applicable requirements of the Company as of its date, Exchange Act and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowsSecurities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The financial statements of the Company for the periods set forth therein (subject, included in the case of unaudited statementsCompany SEC Documents, to normal year-end audit adjustments)including any related notes thereto, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of the unaudited statements, to normal, year-end audit adjustments) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) which are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the board of trustees of the Company that, to its knowledge, (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any of those disclosures made by management to the Company’s auditors and audit committee is set forth in Section 4.5(c) of the Company Disclosure Schedule. (d) Since December 31, 2003, (i) neither the Company nor any of its subsidiaries nor, to the knowledge of the officers of the Company, any trustee, director, officer, employee, auditor, accountant or representative of the Company or any of its subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no Liabilities attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of trustees of the Company or any committee thereof or to any director or officer of the Company. (e) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, that are of a nature that would be required to be reflected on, or reserved against in, disclosed in a balance sheet of the Company or in the notes thereto, footnotes thereto that was prepared in accordance with U.S. GAAP, except for whether or not accrued and whether or not contingent or absolute, other than (i) Liabilities that were so reserved on, or reflected liabilities disclosed in the Company’s consolidated balance sheets included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (including the notes to“Company Filed SEC Documents”), the consolidated balance sheet of the Company as of December 31, 2009, and (ii) Liabilities arising liabilities incurred in the ordinary course of business (including trade indebtedness) consistent with past practice since December 31, 2009 and (iii) Liabilities 2003, none of which would not have had a Material Adverse Effect on the Company. (f) The Company has provided Parent true and complete copies of all management letters received from its independent auditors since January 1, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter.

SEC Reports and Financial Statements. (a) The Since its initial public offering, the Company has and its Subsidiaries have filed with the SEC Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, registration statements and definitive proxy statements required to be filed by it them with the SEC (as amended since the IPO (time of their filing and prior to the date hereof, collectively, the “Company SEC Reports”)) and have heretofore made available to Parent complete and correct copies of all Company SEC Reports. As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), or the Securities ActAct of 1933, as amended, including the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and (ii) did notnone of the Company SEC Reports contained, at the time they were filed or with respect to those not yet filedbecame effective, will notas the case may be, contain 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 the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets The consolidated financial statements (including any related notes) included in or incorporated by reference into the Company SEC Reports (including collectively, the related notes and schedules“Financial Statements”) fairly presents, (i) are complete in all material respects, (ii) are in accordance with the financial position books and records of the Company as of and its dateSubsidiaries, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedulesiii) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case have been prepared in accordance with U.S. GAAPGAAP consistently applied throughout the periods covered thereby, except (iv) comply as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (v) fairly and accurately present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of operations and changes in cash flows for the periods then ended (except that unaudited interim financial statements may not contain footnotes and may be subject to normal year-end adjustments). (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a unaudited balance sheet of the Company or in and its Subsidiaries as of May 31, 2005 (the notes thereto“Most Recent Balance Sheet”), and the unaudited income statement of the Company and its Subsidiaries for the month ended May 31, 2005 have heretofore been provided to Parent and were prepared (a) in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet books and records of the Company as of December 31, 2009, (ii) Liabilities arising and its Subsidiaries in the ordinary course Ordinary Course of business (including trade indebtedness) since December 31, 2009 Business and consistent with the Company’s past practices with respect to the preparation of its monthly financial statements and (iiib) Liabilities which would not have a Material Adverse Effect on in accordance with the Company’s standard internal accounting practices applicable to the preparation of its monthly financial statements. (d) The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects with applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. (a) The Company has filed (or furnished, as applicable) with the SEC all forms, reports, schedules, registration statements statements, proxy statements, certifications and definitive proxy statements other documents required to be filed (or furnished, as applicable) by it the Company or its directors and executive officers (in their capacity as such) with the SEC since January 1, 2007 (as they have been amended since the IPO (time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”)) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (iincluding any financial statements or schedules included or incorporated by reference therein) complied, or with respect complied as to those not yet filed, will comply, form in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”), applicable to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as applicableof the date of filing and of any amendment or supplement and, in the case of any proxy statement, at the date mailed to shareholders and (ii) did notat the date of the meeting, or with respect to those not yet filed, will not, 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 the light of the circumstances under which they were made, not misleading. . As of their respective dates, the financial statements (bincluding all related notes and schedules) Each of the balance sheets Company included in or incorporated by reference into the Company SEC Reports (including i) have been (in the related notes case of Company SEC Reports filed prior to the date hereof) or will be (in the case of Company SEC Reports filed after the date hereof) prepared from, are in accordance with, and schedules) fairly presents, accurately reflect the books and records of the Company and its consolidated Subsidiaries in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in (ii) complied or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flowswill comply, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required to be reflected on, were or reserved against inwill be, a balance sheet of as the Company or in the notes theretocase may be, prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP, ”) applied on a consistent basis during the periods involved (except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes tothereto), and (iii) fairly presented or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. The Company has made available to Parent and Purchaser an interim unaudited balance sheet of the Company as at February 28, 2009 (the “Interim Financials Date”) and the related unaudited statement of December 31operations for the two month period then ended (the “Interim Financial Statements”). The Interim Financial Statements have been prepared from, 2009are in accordance with, and accurately reflect the books and records of the Company in all material respects, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for the absence of notes and recurring quarterly adjustments) and fairly present in all material respects the consolidated financial condition and consolidated results of operations of the Company and its consolidated Subsidiaries for the periods presented therein. (b) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, as amended, and related rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act of 2002”). (c) There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. (d) Since January 1, 2007, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) Liabilities arising in no attorney representing the ordinary course Company or any of business (including trade indebtedness) since December 31its Subsidiaries, 2009 and (iii) Liabilities which would whether or not have employed by the Company or any of its Subsidiaries, has reported evidence of a Material Adverse Effect on violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) Since January 1, 2007, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity 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 Entity that such Company SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated. There is not, to the knowledge of the Company, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Report (including the financial statements included therein). (f) The Company is not required to file any forms, reports, schedules, statements or other documents with any foreign Governmental Entity that performs similar functions to that of the SEC or any securities exchange or quotation service other than NASDAQ. None of the Subsidiaries of the Company is currently required to file any forms, reports or other documents with the SEC, any securities exchange or quotation service, any other comparable Governmental Entity or any foreign Governmental Entity that perform a similar function to that of the SEC. (g) The Company and its Subsidiaries have designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) sufficient to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Reports and (ii) has disclosed to the Company’s auditors and the audit committee of the Company Board (and made summaries of such disclosures available to Parent) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Reports and Financial Statements. (a) The Since January 1, 2018, the Company has timely filed or furnished with the SEC United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, registration statements and statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) required to be filed or furnished by it the Company with the SEC since (such documents, together with any documents filed or furnished, as applicable, by the IPO (collectivelyCompany with the SEC during such period on a voluntary basis, the “Company SEC Reports”). As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities ActAgreement Date, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and the Xxxxxxxx-Xxxxx Act and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) of the Company contained in the Company SEC Reports, as of their respective dates of filing with the SEC (collectivelyor, if such Company SEC Reports were amended prior to the Agreement Date, the “Company Financial Statements”) fairly presentsdate 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 respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity 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 otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations operations, cash flows and cash flows, as the case may be, stockholders’ equity of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), except to the extent that information contained in each case in accordance with U.S. GAAPsuch Company SEC Report has been reviewed, except as may be noted therein andamended, in modified or supplemented (prior to the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each date of the Agreement) by a subsequent Company Financial 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 theretoReport. (c) The Neither the Company nor any of the Company Subsidiaries has no Liabilities that would be any liabilities required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of the Company or in the notes theretoCompany, prepared in accordance with U.S. GAAP, except for except: (i) Liabilities that were so liabilities reflected or reserved on, or reflected against in (including the notes to), the consolidated balance sheet (or the notes thereto) of the Company as of December 31, 20092020 included in the Company SEC Reports (the “Balance Sheet”), (ii) Liabilities arising liabilities incurred after December 31, 2020 in the ordinary course of business business, (including trade indebtednessiii) liabilities incurred in connection with the Transactions, (iv) executory obligations under any Contract (none of which is a liability for a breach thereof); provided that, with respect to Company Material Contracts in effect on the Agreement Date, such Contract was made available to Parent prior to the Agreement Date and, with respect to Contracts entered into subsequent to the Agreement Date, such Contract was entered into in accordance with Section 5.2, or (v) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (d) The Company maintains, and at all times since December 31January 1, 2009 2018, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 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 include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company and provide reasonable assurance: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and directors of the Company and (iii) Liabilities 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. As of the Agreement Date, neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of any “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 over financial reporting, in each case that has not been subsequently remediated. (e) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (f) The Proxy Statement (including any amendment or supplement thereto), at the time first sent or given to the stockholders of the Company and at the time of the Stockholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Proxy Statement (including any amendment or supplement thereto), in light of the circumstances under which would they are made, not have misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Subsidiary. (g) Neither the Company nor any of the Company Subsidiaries is a Material Adverse Effect party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries in the Company’s published financial statements or other Company SEC Reports. (h) 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 Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (i) The Company is in compliance in all material respects with the applicable listing rules and policies of Nasdaq.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements statements, proxy statements, certifications and definitive proxy statements other documents required to be filed by it the Company or its directors and executive officers (in their capacity as such) with the SEC since January 1, 2004 (as they have been amended since the IPO (time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company "SEC Reports”"). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actincluding all amendments, the Company SEC Reports (iincluding but not limited to any financial statements or schedules included or incorporated by reference therein) complied, or with respect complied as to those not yet filed, will comply, form in all material respects with the applicable requirements of the Exchange Act of 1934 or the Securities Act of 1933, each as amended to date (and the Securities Actrules and regulations of the SEC promulgated thereunder) applicable, as applicablethe case may be, to such SEC Reports, and (ii) did notnone of the SEC Reports contained, as of the end of the period to which such SEC Report relates, including as of the date of any amendment or with respect supplement thereto, and, in the case of any proxy statement, at the date mailed to those not yet filedthe stockholders and at the date of the meeting, will not, contain 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 the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the . The financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, comply as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (cb) The Company has no Liabilities that would be required furnished to be reflected on, or reserved against in, each of the Purchasers a complete and accurate copy of (a) the audited balance sheet of the Company or in at October 31, 2005 and the notes theretorelated audited statements of operations and cash flows for the fiscal year then ended, prepared in accordance with U.S. GAAP, except for and (ib) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated unaudited balance sheet of the Company as of December (the "Balance Sheet") at January 31, 20092006 (the "Balance Sheet Date") and the related statements of operations and cash flows for the four months then ended (collectively, the "Financial Statements"). The Financial Statements are in accordance with the books and records of the Company, present fairly the financial condition and results of operations of the Company, at the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles (ii"GAAP") Liabilities arising consistently applied, except that the unaudited Financial Statements may not be in accordance with GAAP because of the absence of footnotes normally contained therein and are subject to normal year-end audit adjustments which in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would aggregate will not have a Material Adverse Effect on the Companybe material.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, registration statements certifications and definitive proxy statements other documents required to be filed or furnished by it with the Company to the SEC since the IPO January 1, 2012 (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to or if supplemented, modified or amended since the Company SEC Reports filed pursuant to the Exchange Acttime of filing, and as of their respective effective datesthe date of the most recent supplement, as to the Company SEC Reports filed pursuant to the Securities Actmodification or amendment, the Company SEC Reports Documents (i) complied, or with respect to those not yet filed, will comply, were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Act, as Sarbanes Act (to the extent then applicable, ) and (ii) did not, or with respect to those not yet at the time each such document was filed, contain, and in each case of filings made after the date hereof, will notnot contain, 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. None of the Subsidiaries of the Company has filed or furnished or is required to file or furnish any registration statements, prospectuses, reports, forms, statements, schedules, certifications or other documents with the SEC. (b) Each of the balance sheets included consolidated financial statements (including, in or incorporated by reference into each case, any related notes thereto) contained in the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”), including each Company SEC Document filed after the date hereof until the Closing, (i) fairly presents, in all material respects, the results of operations and cash flowscomplied, as of their respective dates of filing with the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies SEC in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material in amount or effect). The consolidated balance sheets included in the Company Financial Statements fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated statements of income, consolidated statements of stockholders’ equity, and consolidated statements of cash flow included in the Company Financial Statements fairly presented in all material respects the consolidated results of the Company’s and its Subsidiaries’ operations, shareholders’ equity and cash flows for the respective periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material in amount or effect). (c) The Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has no Liabilities that would be made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes Act and the rules and regulations of the SEC promulgated thereunder with respect to be reflected onthe Company SEC Documents and the statements contained in such certifications are true and accurate. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. Since the enactment of the Sarbanes Act, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or reserved against in, a balance sheet any Subsidiary or director of the Company or any Subsidiary. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the notes thereto, prepared Exchange Act) or director of the Company or any Subsidiary. (d) The Company and its Subsidiaries have established and maintain a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, except (ii) that transactions and expenditures of the Company and its Subsidiaries are executed in accordance with management’s general or specific authorizations, (iii) regarding prevention or the timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company Financial Statements, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization and (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has (i) Liabilities designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) intended to ensure that were so reserved onmaterial information (both financial and non-financial) is made known, or reflected in a timely manner, to management (including the notes to), the consolidated balance sheet principal executive officer and principal financial officer) of the Company by others within the Company to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents and (ii) disclosed, since December 31, 2013, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial information and data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. The Company has provided to Parent copies of documentation related to such disclosure contemplated in clauses (A) and (B) above. The management of the Company completed its assessment of the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting in compliance with the requirements of Rule 13a-15 under the Exchange Act and Section 404 of the Sarbanes Act for the fiscal year ended December 31, 2014, and such assessment concluded that as of December 31, 20092014 such controls were effective. (e) There are no supplements, 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 the Company with the SEC pursuant to the Exchange Act and (ii) Liabilities arising in the ordinary course Company SEC Documents themselves. There are no unresolved comments received from the SEC staff with respect to the Company SEC Documents on or prior to the date hereof and the Company has made available, prior to the date hereof, to Parent true, complete and correct copies of business (including trade indebtedness) all correspondence with the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2012 and prior to the date hereof. None of the Company SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The Company has made available to Parent a summary of all complaints relating to other matters made since December 31, 2009 2012 through the Company’s whistleblower hot-line regarding possible violations of applicable Law. (f) The Company is in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NYSE, and (iiiii) Liabilities which would not have a Material Adverse Effect on all provisions, rules, regulations and requirements of the CompanySarbanes Act and the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with and its subsidiaries since January 1, 1996 under the SEC Securities Exchange Act of 1934, as amended (the "Exchange Act''), and the Securities Act (as such documents have been amended since the IPO (time of their filing, together with all exhibits and schedules thereto collectively, the “"Company SEC Reports”Documents''). As of their respective datesdates or, with respect to the Company SEC Reports filed pursuant to the Exchange Actif amended, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to date of the Securities Actlast such amendment, the Company SEC Reports Documents (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (iia) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (b) complied as to form 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. Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, included in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, SEC Documents complies as to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company , has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, been prepared in accordance with U.S. generally accepted accounting principles ("GAAP, '') applied on a consistent basis during the periods involved (except for (i) Liabilities that were so reserved on, or reflected as may be indicated in (including the notes to)thereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presents in all material respects the consolidated balance sheet financial position 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 dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. (b) The Annual Statement and Quarterly Statements of Capital Markets Assurance Corporation, a New York domiciled stock insurance company and a wholly owned subsidiary of the Company (the "Company Insurer''), as filed with the New York Superintendent of Insurance (the "New York Superintendent'') for the year ended December 31, 20091996 (the "Company Annual Statutory Statement'') and the quarters ended March 31, 1997 and June 30, 1997 (iithe "Company Quarterly Statutory Statements''), respectively, together with all exhibits and schedules thereto (the Company Annual Statutory Statement and Company Quarterly Statutory Statements, together with all exhibits and schedules thereto, are referred to as the "Company Statutory Financial Statements''), have been prepared in all material respects in accordance with the accounting practices prescribed or permitted by the National Association of Insurance Commissioners (the "NAIC'') Liabilities arising and the New York Insurance Department for purposes of financial reporting to the state's insurance regulators ("New York Statutory Accounting Principles''), and such accounting practices have been applied on a basis consistent with New York Statutory Accounting Principles throughout the periods involved, except as expressly set forth in the ordinary course notes, exhibits or schedules thereto, and the Company Statutory Financial Statements present fairly in all material respects the financial position and the results of business (including trade indebtedness) since December 31, 2009 operations for the Company Insurer as of the dates and (iii) Liabilities which would not have a Material Adverse Effect on for the Companyperiods therein in accordance with New York Statutory Accounting Principles. The Company has heretofore made available to Parent true and complete copies of the Company Statutory Financial Statements.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports, schedules, registration statements reports and definitive proxy statements documents required to be filed by it with the SEC since the IPO November 20, 1996 (collectively, the “"Company SEC Reports”"). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the The Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, were prepared in all material respects accordance with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as applicablethe case may be, and (ii) did not, or with respect to those not yet filed, will not, at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the balance sheets included consolidated financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Company SEC Reports (including the related "Company Financial Statements") (i) was prepared from the books of account and other financial records of the Company and its Subsidiaries, (ii) was prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and schedules(iii) presented fairly presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, at the respective dates thereof and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of their operations and their cash flows, as the case may be, of the Company flows for the respective periods set forth indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end audit adjustments)adjustments which were not and are not expected, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. (c) The Company has no Liabilities that would be required to be reflected on, or reserved against in, a balance sheet of the Company individually or in the notes theretoaggregate, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not to have a Material Adverse Effect on the Company). (c) The Company Financial Statements were prepared from the books of account and other financial records of the Company and its Subsidiaries: (i) to reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (d) Except for liabilities and obligations reflected on the September 30, 1997 consolidated balance sheet of the Company (including the notes thereto), liabilities and obligations disclosed in Company SEC Reports filed prior to the date of this Agreement and other liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 1997, neither the Company nor any Subsidiary has any liabilities or obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, are or are reasonably likely to be material to the Company and its Subsidiaries taken as a whole. (e) The Company has heretofore furnished to Purchaser complete and correct copies of (i) all agreements, documents and other instruments not yet filed by the Company with the SEC but that are currently in effect and that the Company expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have not been filed by the Company with SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, documents and reports, the “Company SEC ReportsDocuments”). As of their respective filing dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Documents (iincluding amendments) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of NASDAQ, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or with respect to Company 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 made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2019, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any schedule, form, report, statement, prospectus, registration statement or other document with the SEC. As of the date of this Agreement, to the Company’s Knowledge, there have not been any material complaints or concerns made through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law, that remain outstanding or unresolved. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into in the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies 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 fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited financial statements, to 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). (c) The Company 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 no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act 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 the Company nor any of its executive officers has received since January 1, 2019 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Company American Eagle has timely filed with the SEC Securities and Exchange Commission (the “SEC”) all forms and documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports, schedules, reports and registration statements and definitive proxy statements required to be filed by it American Eagle with the SEC since SEC. The documents described in the IPO foregoing clauses (collectivelyi)-(iii), in each case as amended (whether filed prior to, on or after the date of this Agreement), are referred to in this Agreement collectively as the “Company American Eagle SEC Reports”). Documents.” As of their respective datesdates or, with respect if amended and publicly available prior to the Company SEC Reports filed pursuant to the Exchange Actdate of this Agreement, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or date of such amendment with respect to those not yet fileddisclosures that are amended, will complythe American Eagle SEC Documents, in all material respects with including the applicable requirements of the Exchange Act financial statements and the Securities Actschedules provided therein or incorporated by reference therein, as applicable, and (iiA) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements 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, the Securities Act, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. American Eagle’s Subsidiary is not subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, any stock exchange or any other comparable Governmental Entity. (bi) Each The December 31, 2010 consolidated balance sheet of American Eagle and its Subsidiary (the balance sheets included in or incorporated by reference into the Company SEC Reports (including “American Eagle Balance Sheet”) and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in American Eagle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC under the Exchange Act, fairly present (within the meaning of the Company included in or incorporated Sxxxxxxx-Xxxxx Act), and the financial statements to be filed by reference into American Eagle with the Company SEC Reports (including any related notes and schedules) (collectively, after the “Company Financial Statements”) date of this Agreement will fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein present (subject, in the case of unaudited statements, to recurring audit adjustments normal year-end audit adjustmentsin nature and amount), in each case all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in accordance with U.S. GAAP, except stockholders’ equity of American Eagle and its Subsidiary as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies in all material respects complies, and the financial statements to be filed by American Eagle with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iii) each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by American Eagle with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. The books and records of American Eagle and its Subsidiary have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Sxxxx and Beers, CPA’s was a registered public accounting firm for American Eagle, as disclosed in the American Eagle SEC Documents. Kxxxx & Company currently is a registered public accounting firm for American Eagle and has not resigned (or indicated that it will decline to stand for re-appointment) or been dismissed as a registered public accounting firm for American Eagle. (c) The Company exercise price of each American Eagle Option has no Liabilities that would be required to be reflected on, or reserved against in, not been less than the fair market value of a balance sheet share of American Eagle Common Stock as determined on the date of grant of such American Eagle Option and all grants of the Company or American Eagle Options were validly issued and properly approved by the American Eagle Board in the notes thereto, prepared material compliance with applicable Law and recorded in American Eagle’s financial statements referred to in Section 3.5(b) in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, and no such grants involved any “back dating,” “forward dating” or reflected in (including similar practices with respect to the notes to), the consolidated balance sheet effective date of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Companygrant.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2008, 2009 and 2010, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2010, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 2010, and (iv) all other forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed or furnished by it with since January 1, 2011, under the SEC since Exchange Act or the IPO Securities Act (clauses (i) through and including (iv), collectively, the “Company SEC ReportsDocuments”). As of their its respective datesdate, with respect to and, if amended, as of the date of the last such amendment, each Company SEC Reports filed pursuant to the Exchange ActDocument, and as of their respective effective datesincluding any financial statements or schedules included therein, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those did not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will 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 Document or necessary in order to make the statements made thereinin such Company SEC Document, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. Each registration statement, as amended or supplemented, if applicable, filed by the Company pursuant to the Securities Act since December 31, 2008, as of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (b) . None of the Company’s Subsidiaries is, or at any time since January 1, 2011 has been, required to file any forms, reports or other documents with the SEC. Each of the balance sheets consolidated financial statements included in or incorporated by reference into the Company SEC Reports Documents (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents(w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, (y) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the results of operations and cash flows, periods involved (except as the case may be, of be indicated in the Company for Financial Statements or in the periods set forth therein (notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure), in each case in accordance with U.S. GAAP, except as may be noted therein andand (z) fairly presents, in all material respects, the case consolidated financial position and the consolidated results of unaudited quarterly operations and cash flows (and changes in financial statementsposition, if any) of the Company and its Subsidiaries as of the date and for the periods referred to in the Company Financial Statements. (b) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, (i) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), and including similar collaboration, participation or off-set arrangements or obligations, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or the Company Financial Statements, or (ii) any Contract relating to any transaction or relationship with, or ownership or other economic interest in, any variable interest entity. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as permitted applicable) has made all certifications required by Form 10-Q Rules 13a-14 and 15d-14 under the Exchange Act. Each Act and Sections 302 and 906 of SOX and the Company Financial 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 promulgated thereunder with respect thereto. (c) The to the Company has no Liabilities that would be required to be reflected onSEC Documents, or reserved against in, a balance sheet and the statements contained in such certifications were and are true and complete on the date such certifications were made and as of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet date of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the Company.this Agreement,

SEC Reports and Financial Statements. (a) The Since May 1, 2019, the Company has timely filed with the SEC or furnished all forms, reportsstatements, schedules, registration statements documents and definitive proxy statements reports required to be filed or furnished by it with the SEC since the IPO (collectivelysuch forms, statements, documents and reports, the “Company SEC ReportsDocuments”). As of their respective dates, with respect to filing dates the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports Documents (iincluding amendments) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act, as applicablethe case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC Documents contained (ii) did notor, or with respect to those not yet filedCompany SEC Documents filed after the date hereof, will not, contain contain) any untrue statement of a material fact or omit omitted (or with respect to Company 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 made therein, in the light of the circumstances under which they were made, not misleading. Since May 1, 2019, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company 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 Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’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 Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the all related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies 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 fairly present in all material respects 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 their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to 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) in conformity with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved (subject, in the case of the unaudited financial statements, to 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). (c) The Company 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 no Liabilities that would be been filed with or submitted to the SEC was accompanied by any certifications required to be reflected onfiled or submitted by the Company’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act 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 the Company nor any of its executive officers has received since May 1, 2019 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither the Company nor any Company Subsidiary is a party to, or reserved against inhas any Contract to become a party to, a any joint venture, off-balance sheet of partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company 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, the Company in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, Company’s published financial statements or reflected in (including the notes to), the consolidated balance sheet of the any Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanySEC Documents.

SEC Reports and Financial Statements. (a) The Company has has, to its Knowledge, filed with or furnished to the SEC all forms, reports, schedules, certifications, registration statements and statements, definitive proxy statements and other documents required to be filed or furnished by it the Company with or to the SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the "COMPANY SEC since the IPO (collectively, the “Company SEC Reports”). REPORTS." As of their respective dates, with respect and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, to the Knowledge of the Company (i) the Company SEC Reports filed pursuant prior to the Exchange Actdate of this Agreement complied, and as of their respective effective dates, as to the Company SEC Reports to be filed pursuant to after the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, date of this Agreement will comply, in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "SECURITIES ACT") and the Securities Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, (ii) did notnone of such Company SEC Reports that is not a registration statement contained (or, or with respect in the case of Company SEC Reports to those not yet filedbe filed after the date of this Agreement, 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, 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, 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 any material fact required to be stated therein or necessary to make the statements therein not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003 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) Each 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) for the past five (5) fiscal years (collectively, the "COMPANY FINANCIAL STATEMENTS") of the balance sheets included Company contained or to be contained in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, complied or will comply as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in conformity with United States generally accepted accounting principles ("GAAP") (except as may be indicated in the notes to 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 present or will present fairly in all material respects the consolidated financial position and the consolidated results of the Company as of its date, and each of the statements of income, stockholders’ equity operations and cash flows of the Company included in or incorporated by reference into and the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, Subsidiary as the case may be, of the Company dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-and recurring year end audit adjustments), in each case in accordance with U.S. GAAP. To the Knowledge of the Company, except as may be noted therein and, disclosed in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of 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 Subsidiary do not have any liabilities of any nature (including the related noteswhether accrued, where applicableabsolute, contingent or otherwise) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required by GAAP to be reflected on, or reserved against in, on a balance sheet of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company and the Company Subsidiary. (c) Neither the Company nor the Company Subsidiary is a party to, or 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 the Company 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 December 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 the Company Subsidiary in the Company SEC Reports. (d) To the Knowledge of the Company, the Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the "SXXXXXXX-XXXXX ACT") currently applicable to smaller reporting companies. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since March 31, 20092003 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 Sxxxxxxx-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 Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (iie) Liabilities arising The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act as currently applicable to smaller reporting companies. Such disclosure controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiary, 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. (f) To the Knowledge of the Company, the Company and the Company Subsidiary have not violated the provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA"), except for any such violations that, individually or in the ordinary course of business (including trade indebtedness) since December 31aggregate, 2009 have not had and (iii) Liabilities which would not reasonably be likely to have a Company Material Adverse Effect on Effect. The Company has disclosed to Parent all internal investigations and, to the Knowledge of the Company, all external, governmental or other regulatory investigations, in each case regarding any action or any allegation of any action prohibited by the FCPA, except for any such investigations that, individually or in the aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC SEC, on a timely basis, all forms, reports, schedules, registration statements and definitive proxy statements other documents required to be filed by it with the SEC since the IPO January 1, 2005 (collectively, the “"Company SEC Reports”Documents"). As of their respective dates, with respect to the The Company SEC Reports filed pursuant to the Exchange ActDocuments, and as of their respective effective datesdates (or if amended prior to the date of this Agreement, as to of the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports date of such amendment) (i) complied, or with respect to those do not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (bii) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, comply in all material respectsrespects with the applicable requirements of the Exchange Act, the financial position Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 (the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows"Sxxxxxxx-Xxxxx Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) As of their respective dates (or if amended prior to the date of this Agreement, as of the date of such amendment), the financial statements of the Company for the periods set forth therein (subject, included in the case of unaudited statementsCompany SEC Documents, to normal year-end audit adjustments)including any related notes thereto, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements (including the related notes, where applicable) complies comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be set forth in the notes thereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated. (c) The Company has no Liabilities established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are reasonably designed to ensure that would be 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 Sxxxxxxx-Xxxxx Act. (d) Except (a) as reflected on, or reserved against inin the Company's financial statements (as restated, a balance sheet of the Company or in the notes thereto, prepared ) included in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as SEC Documents filed with or furnished to the SEC and publicly available prior to the date of December 31, 2009this Agreement, (iib) Liabilities arising liabilities or obligations incurred in the ordinary course of business since the date of such financial statements, (including trade indebtednessc) since December 31liabilities permitted or contemplated by this Agreement in connection with the Merger and the other Transactions, 2009 and (iiid) Liabilities which except as would not have a Material Adverse Effect Effect, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or the Companynotes thereto) of the Company and its Subsidiaries.

SEC Reports and Financial Statements. (a) The Since January 1, 2011, the Company has timely filed with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”)) required to be filed by the Company with the SEC. As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as date of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actthis Agreement, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, the Exchange Act, or the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and (ii) did notthe respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, or with respect to those not yet filed, will not, contain and none of the Company 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 made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, stockholders’ equity (or deficit) and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presents, of the Company contained in the Company SEC Reports comply in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity 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 otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments)adjustments that are not, in each case in accordance with U.S. GAAP, except as may be noted therein and, individually or in the case of unaudited quarterly financial statementsaggregate, material). Except as permitted by Form 10-Q under the Exchange Act. Each of reflected in the Company Financial Statements (including or for liabilities incurred since June 30, 2013 in the related notesordinary course of business, where applicable) complies in all material respects with applicable accounting requirements and with neither the published rules and regulations Company nor any of the SEC with respect thereto. Company Subsidiaries has any liabilities or obligations of any nature (cwhether accrued, absolute, contingent or otherwise) The Company has no Liabilities that would be required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, prepared which, individually or in the aggregate, has had a Company Material Adverse Effect. None of the Company or any Company Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in any published financial statements or other Company SEC Reports. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since May 24, 2011, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the Xxxxxxxx-Xxxxx Act. (d) The Company maintains, and at all times since May 24, 2011 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 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 U.S. GAAP, except for and includes those policies and procedures that: (i) Liabilities provide reasonable assurance that were so reserved on, or reflected transactions are recorded as necessary to permit preparation of financial statements in (including conformity with GAAP and that receipts and expenditures are executed in accordance with the notes to), the consolidated balance sheet authorizations of management and directors of the Company; and (ii) provide reasonable assurance 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. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act as of the fiscal year ended December 31, 2012, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 20092012. To the Knowledge of the Company, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, since May 24, 2011, none of the Company or any Company Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company or any Company Subsidiaries; or (ii) Liabilities arising any illegal act or fraud, whether or not material, that involves the management or other employees of any the Company or any Company Subsidiaries. (e) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are reasonably designed to ensure that (i) all information (both financial and nonfinancial) required to be disclosed by the Company in the ordinary course reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of business (including trade indebtedness) since December 31the SEC, 2009 and (iiiii) Liabilities which would not have a Material Adverse Effect on all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting or disclosure practices of the Company or any Company Subsidiaries. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act.

SEC Reports and Financial Statements. (a) The Since January 1, 2007, the Company has filed with or furnished to the SEC all forms, reports, schedules, certifications, registration statements and statements, definitive proxy statements and other documents required to be filed or furnished by it the Company with or to the SEC since SEC. All such forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including those that the IPO (collectively, Company may file after the “date hereof until the Closing) are referred to herein as the "Company SEC Reports”). ." As of their respective dates, with respect and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed pursuant prior to the Exchange Actdate of this Agreement complied, and as of their respective effective dates, as to the Company SEC Reports to be filed pursuant to after the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, date of this Agreement will comply, in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) did notnone of such Company SEC Reports that is not a registration statement contained (or, or with respect in the case of Company SEC Reports to those not yet filedbe filed after the date of this Agreement, will not, contain contain) any untrue statement of a material fact or omit omitted (or, in the case of SEC Reports to be filed after the date of this Agreement, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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, 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 any material fact required to be stated therein or necessary to make the statements therein not misleading. The Company has made available to Parent or its designee copies of all comment letters received by the Company from the SEC since January 1, 2007 and to the date of this Agreement relating to the Company SEC Reports, together with all material 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, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. (b) Each 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 "Company Financial Statements") of the balance sheets included Company contained or to be contained in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, complied or will comply as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in conformity with United States generally accepted accounting principles ("GAAP") (except as may be indicated in the notes to 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 present or will present fairly in all material respects the consolidated financial position and the consolidated results of the Company as of its date, and each of the statements of income, stockholders’ equity operations and cash flows of the Company included in or incorporated by reference into and the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presents, in all material respects, the results of operations and cash flows, Subsidiaries as the case may be, of the Company dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-and recurring year end audit adjustments), . Except (i) as disclosed in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements as of and for the period ended December 31, 2008 or included in the Company SEC Reports filed or furnished after that date and prior to the date of this Agreement, (ii) for liabilities arising out of or in connection with the Transactions and (iii) for liabilities incurred in the Ordinary Course of Business since December 31, 2008, the Company and the Company Subsidiaries do not have any liabilities of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Neither the Company nor any Company Subsidiary is a party to, or 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 related notesCompany 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 applicablethe 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 Reports. (d) complies The Company is in compliance in all material respects with the applicable accounting requirements 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, to the extent required, 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 published applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (e) The Company has (i) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer, (ii) internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation and (iv) to the extent required by applicable Law, disclosed in such report or amendment any change in the Company's internal control over financial reporting that occurred during the period covered by such report or amendment that has affected, or is reasonably likely to affect, the Company's internal control over financial reporting in any material respect. (f) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. (g) The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the SEC with respect theretoThe NASDAQ Stock Market LLC. (ch) Since June 30, 2004, the Company and the Company Subsidiaries have not violated, in any material respect, the provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA"). The Company has no Liabilities that would be required disclosed to be reflected onParent all internal investigations and, or reserved against in, a balance sheet to the Knowledge of the Company Company, all external, governmental or other regulatory investigations, in each case regarding any action or any allegation of any action prohibited by the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising in the ordinary course of business (including trade indebtedness) since December 31, 2009 and (iii) Liabilities which would not have a Material Adverse Effect on the CompanyFCPA.

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed or furnished with the SEC United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, registration statements and statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) required to be filed or furnished by it the Company with the SEC since (such documents, together with any documents filed or furnished, as applicable, by the IPO (collectivelyCompany with the SEC during such period on a voluntary basis, the “Company SEC Reports”). As of their respective filing dates, with respect and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities ActAgreement Date, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe Exchange Act, and the Xxxxxxxx-Xxxxx Act and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) of the Company contained in the Company SEC Reports, as of their respective dates of filing with the SEC (collectivelyor, if such Company SEC Reports were amended prior to the Agreement Date, the “Company Financial Statements”) fairly presentsdate 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 respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity 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 otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations operations, cash flows and cash flows, as the case may be, stockholders’ equity of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial 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. (c) The Neither the Company nor any of the Company Subsidiaries has no Liabilities that would be any liabilities required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of the Company or in the notes theretoCompany, prepared in accordance with U.S. GAAP, except for except: (i) Liabilities that were so liabilities reflected or reserved on, or reflected against in (including the notes to), the consolidated balance sheet (or the notes thereto) of the Company as of December 31, 20092020 included in the Company SEC Reports, (ii) Liabilities arising liabilities incurred after December 31, 2020 in the ordinary course of business business, (including trade indebtednessiii) since December 31liabilities incurred in connection with the Transactions, 2009 (iv) executory obligations under any Contract (none of which is a liability for a breach thereof), or (v) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (d) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably designed in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) Liabilities which would not have a Material Adverse Effect on 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. As of the Agreement Date, neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of any “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 over financial reporting, in each case that has not been subsequently remediated. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (f) The Proxy Statement (including any amendment or supplement thereto), at the time first sent or given to the stockholders of the Company and at the time of the Stockholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Proxy Statement (including any amendment or supplement thereto), in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Subsidiary.

SEC Reports and Financial Statements. (a) The Since January 1, 2015, the Company has filed with or furnished to the SEC all forms, reports, schedules, certifications, registration statements and statements, definitive proxy statements and other documents required to be filed by it the Company with or to the SEC since SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including those that the IPO (collectively, Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports”). .” As of their respective datesdates of filing, with respect or in the case of a registration statement, on the date of effectiveness of such registration statement, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed pursuant prior to the Exchange Act, date of this Agreement were filed in a timely fashion and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Sxxxxxxx-Xxxxx Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, (ii) did not, or with respect to those not yet filed, will not, contain none of such Company 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company is, and since January 1, 2015 has been, in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Since January 1, 2015, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete. As of the date of this Agreement, (x) there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Reports and (y) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the Company’s Subsidiaries is, or has since January 1, 2015 been, required to file reports with the SEC. (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including and the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the consolidated statements of incomeoperations, consolidated statements of stockholders’ equity and consolidated statements of cash flows of the Company included (including, in or incorporated by reference into the Company SEC Reports (including each case, any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presents, of the Company contained in the Company SEC Reports have complied as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (including Regulation S-X), have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes to 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 present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal year-year end audit adjustments, none of which is expected to be material either individually or in the aggregate). From January 1, in each case in accordance with U.S. GAAP2015 to the date of this Agreement, except as the Company has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be noted therein andthe subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Except as disclosed in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. Each of the Company Financial Statements as of and for the period ended September 30, 2017, the Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (including the related noteswhether accrued, where applicableabsolute, contingent, fixed or otherwise) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The Company has no Liabilities that would be required by GAAP to be reflected on, or reserved against in, on a balance sheet of the Company or in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31(including the notes thereto) and the Company Subsidiaries other than liabilities that, 2009, (ii) Liabilities arising individually or in the ordinary course of business aggregate, have not had and would not reasonably be expected to result in a Company Material Adverse Effect. (c) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including trade indebtednessany 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) since December 31of Regulation S-K of the SEC). (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act with respect to the Company and the Company Subsidiaries. Such disclosure controls and procedures are reasonably designed to ensure that all material information concerning the Company and the Company Subsidiaries, 2009 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, including the “principal executive officer” and the “principal financial officer” as such terms are defined under the Sxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. The Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (x) all “significant deficiencies” and “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiiy) Liabilities which would any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effect on significant role in internal control over financial reporting. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2015. (e) The Company is in compliance in all material respects with the applicable listing, corporate governance and other rules and regulations of NYSE.

SEC Reports and Financial Statements. (a) The Since January 31, 2006, the Company has filed with the SEC all forms, reports, schedules, registration statements and statements, definitive proxy statements required to be filed by it with the SEC since the IPO and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”)) required to be filed by the Company with the SEC in a timely manner. As of their respective filing dates, with respect or if amended or supplemented, as of the date of the last such amendment or supplement, and giving effect to any amendments or supplements thereto filed prior to the Company SEC Reports filed pursuant to the Exchange Act, and as date of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Actthis Agreement, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and (ii) did notthe respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, or with respect to those not yet filed, will not, contain and none of the Company 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 made 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 or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the balance sheets included in or incorporated by reference into the Company SEC Reports The consolidated financial statements (including the related notes and schedules) fairly presentsincluding, in all material respectseach case, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedulesschedules thereto) (collectively, the “Company Financial Statements”) fairly presentsof the Company contained in the Company SEC Reports, when filed, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or as noted in the notes to such financial statements) applied on a consistent basis during the periods involved (except as otherwise noted therein) and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows, as the case may be, flows of the Company and the Company Subsidiaries as of the respective dates or for the periods set forth presented therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) With respect to each annual report on Form 10-K, in each case in accordance with U.S. GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 31, 2006, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct. (d) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act). Each Such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act and to ensure that information required to be disclosed by the Company Financial Statements in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. (including the related notes, where applicablee) complies The Company is in compliance in all material respects with applicable accounting all current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all effective provisions of the published Xxxxxxxx-Xxxxx Act and all regulations of the SEC. (f) The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board and to Parent, (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (g) Since January 31, 2006, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the SEC Xxxxxxxx-Xxxxx Act, without qualification, when next due. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect theretoto any differences. (ch) The Neither the Company nor any Company Subsidiary has no Liabilities any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities or obligations that would be required to be reflected on, (i) are accrued or reserved against in, a balance sheet of in the most recent Company Financial Statements included in the Company SEC Reports filed prior to the date of this Agreement or are reflected in the notes thereto, prepared in accordance with U.S. GAAP, except for (i) Liabilities that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 2009, (ii) Liabilities arising were incurred in the ordinary course of business (including trade indebtedness) since December 31the date of such Company Financial Statements and, 2009 individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (iii) Liabilities which are incurred in connection with the Transactions, (iv) have been discharged or paid in full prior to the date of this Agreement in the ordinary course of business, or (v) individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect. (i) Prior to the date of this Agreement, the Company has made available to Parent complete and correct copies of all comment letters from the SEC since January 31, 2006 through the date of this Agreement with respect to any of the Company SEC Reports and all correspondence since January 31, 2006 through the date of this Agreement from or with the SEC or the DOJ relating to accounting, sales and other business practices of the Company or any Company Subsidiary. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Reports. (j) To the knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any malfeasance by any director or executive officer of the Company. Except as set forth in Company compliance reports made available to Parent prior to the date of this Agreement, since January 31, 2006 through the date of this Agreement, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the principal executive officer, principal financial officer, general counsel or similar legal officer, the Company Board or any committee thereof.

SEC Reports and Financial Statements. (a) The Company has timely filed with or otherwise furnished to the SEC all forms, reports, schedules, registration statements and definitive proxy other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since November 30, 2006. No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules or other documents. As of their respective filing dates, each of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, complied, and all documents required to be filed by it the Company with the SEC since after the IPO (collectively, the “Company SEC Reports”). As of their respective dates, with respect to the Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to the Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied, or with respect to those not yet filed, Agreement Date will comply, in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as applicable. As of their respective dates (or, and (ii) did notif amended, or with respect to those not yet filedas of the date of such amendment), will not, contain none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the balance sheets The audited consolidated financial statements and unaudited consolidated interim financial statements included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) (collectively, the “Company Financial Statements”) fairly presentspresent, in all material respects, the results of operations and cash flows, as the case may be, consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof, and the results of their operations and their cash flows for the periods set forth therein therein, and in each case were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of unaudited statementswhere appropriate, to normal year-end audit adjustmentsadjustments that would not be material in amount or effect). (c) As of the Agreement Date, the Company in each case good faith estimates that at the end of its second fiscal quarter of 2009, it will have (A) cash (excluding restricted cash and net of issued but uncleared checks and drafts) and cash equivalents (as such terms are defined under U.S. GAAP) totaling no less than $4,100,000, and (B) revenues for the second fiscal quarter of 2009 (recognized in accordance with U.S. GAAP and consistent with past practices) totaling no less than $5,600,000. (d) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market. (e) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted . The Company maintains disclosure controls and procedures required by Form 10-Q Rule 13a-15 or 15d-15 under the Exchange Act. Each Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded and reported 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 has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Financial Statements Board (including A) any significant deficiencies and material weaknesses in the related notes, where applicabledesign or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoExchange Act) that would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) to the Knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A true, correct and complete summary of any such disclosures made by management to the Company’s outside auditors and audit committee is set forth in Section 3.6(e) of the Disclosure Letter. (cf) The There are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company has no Liabilities that would be required SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is subject to be reflected onongoing review or outstanding SEC comment or investigation. (g) Since November 30, 2006, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director or reserved against in, a balance sheet executive officer of the Company or in the notes theretoany of its Subsidiaries has received any complaint, prepared in accordance with U.S. GAAPallegation, except for (i) Liabilities that were so reserved onassertion, or reflected in (including the notes to), the consolidated balance sheet of claim that the Company as or any of December 31, 2009, its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) Liabilities arising in no attorney representing the ordinary course Company or any of business (including trade indebtedness) since December 31its Subsidiaries, 2009 and (iii) Liabilities which would whether or not have employed by the Company or any of its Subsidiaries, has reported evidence of a Material Adverse Effect on violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board, any committee thereof, or to any director or executive officer of the Company.