Common use of SEC Reports Clause in Contracts

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934All statements, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, forms and other documents required to be have been filed by it Parent with the SEC pursuant to (the reporting requirements “Reports”) have been so filed on a timely basis. None of the Exchange Act, including material filed pursuant to Section 13(a) Subsidiaries of Parent is currently or 15(d) of the Exchange Act and filings incorporated thereinhas, since January 1becoming a Subsidiary of Parent been, 2001 (together with required to file any forms, reports or other documents that revise or supersede earlier filed documents, with the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC ReportsSEC. As of their respective filing dates, the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing): (a) each of the Reports complied as to form in all material respects with the applicable requirements under Applicable Law; and (b) none of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits , except to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles extent corrected (except, i) in the case of unaudited statementsthe Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during filing of the periods involved (except as may be indicated in the notes thereto)applicable amending or superseding Report, and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, ii) in the case of unaudited statementsthe Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, to normal year-end audit adjustments). As by the filing of the date hereofapplicable amending or superseding Report. To the knowledge of Parent, none of the Company hasReports is the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, on a timely basisthere are no internal investigations, made all filings required to be made by the Company with the any SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares inquiries or investigations or other governmental inquiries or investigations pending, in each case regarding any accounting practices of its Common Stock to be offered for sale for the account of any person other than the CompanyParent.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Mitek has timely filed all required reports, schedules, forms, statementscertifications, statements and other documents required to be filed by it Mitek with the SEC pursuant to (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“Mitek SEC Reports"Documents”). The Company has delivered or made All Mitek SEC Documents are available to the Investors true and complete copies of from the SEC Reports. on the E▇▇▇▇ System or in the Mitek Data Room. (b) As of their its respective filing datesdate, the each Mitek SEC Reports Document complied in all material respects with the requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Mitek SEC Reports. None of the SEC ReportsDocument, at the time of their respective filings, contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Except to the extent that information contained in any Mitek SEC Document has been revised or superseded by a later filed Mitek SEC Document, none of the Company Mitek SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be filed as exhibits stated therein or necessary in order to make the SEC Reports have been filed as requiredstatements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Mitek included in the Mitek SEC Reports complied Documents comply as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present the consolidated financial position of the Company Mitek as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As The principal executive officer of Mitek and the principal financial officer of Mitek have made all certifications required by Sections 302 and 906 of the date hereof, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Company has, on a timely basis, made all filings required to be made by the Company with rules and regulations of the SEC and promulgated thereunder (the Company is eligible to file a registration statement on Form S-3 “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to outstanding shares the Mitek SEC Documents. For purposes of its Common Stock the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, the term “file” shall be offered for sale for broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the account of any person other than the CompanySEC.

SEC Reports. The Common Stock Seller Financial Statements. Seller has made available to Purchaser or its counsel through E▇▇▇▇ a true and complete copy of each statement, report, registration statement (with the Company is registered prospectus in the form filed pursuant to Section 12(b) or 12(gRule 424(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statementsdefinitive proxy statement, and other documents required to be filing filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, by Seller since January 1, 2001 (together with other documents that revise or supersede earlier filed documents2000, and, prior to the "SEC Reports"). The Company has delivered or Closing, Seller will have made available to the Investors Purchaser or its counsel through E▇▇▇▇ true and complete copies of any additional documents filed with the SEC Reportsby Seller prior to the Closing Date (collectively, the "Seller SEC Documents"). As of their respective filing dates, the SEC Reports complied in all material respects with the requirements none of the Securities Act and the Exchange Act, and the rules and regulations of the Seller SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits , except to the extent corrected by a subsequently filed Seller SEC Reports have been filed as requiredDocument prior to the date hereof. The financial statements of Seller, including the Company notes thereto, included in the Seller SEC Reports Documents (the "Seller Financial Statements"), complied as of their respective filing dates to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes theretothereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC), and . The Seller Financial Statements fairly present the consolidated financial position condition and operating results of the Company as of Seller and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). As of There has been no change in Seller's accounting policies except as described in the date hereof, notes to the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySeller Financial Statements.

SEC Reports. (i) The Common Stock Company has timely filed all forms, reports and documents required to be filed by it with the Commission. All such required forms, reports and documents are referred to in this Agreement as the “SEC Reports.” As of their respective filing dates, each of the Company is registered pursuant to Section 12(bSEC Reports (i) or 12(g) complied in all material respects with the requirements of the Securities Act, and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such SEC Reports. None of the SEC Reports, Reports and (ii) did not at the time they were filed, declared effective or mailed, as applicable (or if subsequently amended or superseded by a filing prior to the Effective Date, then on the date of their respective filingssuch subsequent filing), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents As of the Company required to be filed as exhibits to Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC Reports have been filed as required. Commission or its staff. (ii) The financial statements of the Company included in its Annual Report on Form 10-K for the SEC Reports complied fiscal year ended December 31, 2018 and in its quarterly reports on Form 10-Q for the quarterly periods ended September 30, 2019, June 30, 2019 and March 31, 2019 comply as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by 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 financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended ended. Except (subject, i) as set forth in the case SEC Reports or (ii) for liabilities incurred in the ordinary course of unaudited statementsbusiness consistent with past practice since September 30, to normal year-end audit adjustments). As of the date hereof2019, the Company hashas no material liabilities, on a timely basiswhether absolute or accrued, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companycontingent or otherwise.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of any such extension, except where the SEC Reportsfailure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Pre-Funded Warrants for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Pre-Funded Warrants). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Reports. None thereunder, and none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company required to be or any of its Subsidiaries are subject has been filed as exhibits an exhibit to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyReports.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents reports required to be filed by it with under the SEC pursuant to the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the twelve (12) months preceding the date hereof. Such reports (including the exhibits thereto and the documents incorporated by reference therein) required to be filed by the Company under the Exchange Act and filings incorporated thereinAct, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2001 (together with other documents that revise any materials filed by the Company under the Exchange Act, whether or supersede earlier filed documentsnot any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports“Disclosure Materials”. As of their respective dates (or, if amended or superseded by a filing datesprior to the Closing Date, then on the date of such filing), the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None thereunder, and none of the SEC Reports, at when filed (or, if amended or superseded by a filing prior to the time Closing Date, then on the date of their respective filingssuch filing) by the Company or declared effective by the SEC, in the case of any registration statement filed pursuant to the Securities Act, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing). Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments). As All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the date hereofCompany or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the Company has, on a timely basis, made all filings extent such agreements are required to be made by included or identified pursuant to the Company with rules and regulations of the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySEC.

SEC Reports. The Common Stock of (a) Since April 1, 2001, the Company is registered pursuant has filed in a timely manner with the Securities and Exchange Commission (the “SEC”) all reports (“SEC Reports”) required to Section 12(b) or 12(g) of be filed by it under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies All of the SEC Reports. As of their respective filing dates, Reports filed by the SEC Reports complied Company comply in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC ReportsReports contains, at as of the time of their respective filingsdates thereof, contained any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included contained in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated (except, “GAAP”). Each balance sheet is in accordance with the case books and records of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated Company and presents fairly in the notes thereto), and fairly present accordance with GAAP the financial position of the Company as of the dates thereof date of such balance sheet, and each statement of operations, of stockholders’ equity and of cash flows is in accordance with the books and records of the Company and presents fairly in accordance with GAAP the results of its operations operations, the stockholders’ equity and the cash flows of the Company for the periods then ended ended. (subject, in b) The Company has delivered to the case of unaudited statements, to normal year-end audit adjustments). As of Purchasers the date hereof, following SEC Reports: (i) the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement Company’s Annual Report on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale 10-K for the account of any person other than fiscal year ended December 31, 2001 (without exhibits); and (ii) the Company’s Proxy Statement for the 2002 Annual Meeting of Stockholders. (c) No event has occurred since January 1, 2002, requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers (including, without limitation, any amendment to any such SEC Report).

SEC Reports. The Common Stock of (a) Since January 1, 2002, the Company is registered pursuant has filed in a timely manner with the Securities and Exchange Commission (the “SEC”) all reports (“SEC Reports”) required to Section 12(b) or 12(g) of be filed by it under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies All of the SEC Reports. As of their respective filing dates, Reports filed by the SEC Reports complied Company comply in all material respects with the requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Reports. None of the SEC ReportsReports contains, at as of the time of their respective filingsdates thereof, contained any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included contained in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated (except, “GAAP”). Each balance sheet is in accordance with the case books and records of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated Company and presents fairly in the notes thereto), and fairly present accordance with GAAP the financial position of the Company as of the dates thereof date of such balance sheet, and each statement of operations, of stockholders’ equity and of cash flows is in accordance with the books and records of the Company and presents fairly in accordance with GAAP the results of its operations operations, the stockholders’ equity and the cash flows of the Company for the periods then ended (subject, ended. Except as set forth in the case of unaudited statements, to normal year-end audit adjustments). As of financial statements included in the date hereofSEC Reports, the Company hashas no material liabilities, on a timely basiscontingent or otherwise, made all filings required other than liabilities incurred in the ordinary course of business subsequent to be made by October 1, 2002. (b) The Company has delivered to the Company with Purchasers the following SEC and Reports: (i) the Company is eligible to file a registration statement Company’s Annual Report on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale 10-K for the account of any person other than fiscal year ended December 31, 2001 (without exhibits); (ii) the Company’s Proxy Statement for the 2002 Annual Meeting of Stockholders; (iii) the Company’s quarterly Report on Form 10-Q for the quarter ended March 31, 2002; (iv) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002; (v) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002; and (vi) the Company’s Current Report on Form 8-K, as filed January 30, 2003. (c) No event has occurred since January 1, 2002, requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers (including, without limitation, any amendment to any such SEC Report).

SEC Reports. The Common Stock of Whether or not required by the SEC, so long as any Securities are outstanding, the Company is registered pursuant will furnish to Section 12(bthe Holders of Securities, within the time periods specified in the SEC’s rules and regulations: (1) or 12(g) of all quarterly and annual financial information that would be required to be contained in a filing with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SEC on Forms 10-Q and 10-K if the Company has timely filed were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent public accountants; and (2) all required reports, schedules, forms, statements, and other documents current reports that would be required to be filed by it with the SEC pursuant on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clause (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). Each such filing will be deemed to satisfy the Company’s obligation to furnish the filed information or report to the reporting requirements Holders. In the event that any direct or indirect parent company of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) Company becomes a guarantor of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsSecurities, the "SEC Reports"). The Company has delivered or made available may satisfy its obligations in this covenant with respect to financial information relating to the Investors true and complete copies of Company by furnishing financial information relating to such parent company; provided that the SEC Reports. As of their respective filing datessame is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Actone hand, and the rules information relating to the Company and regulations of its Subsidiaries on a standalone basis, on the other hand. In addition, the Company agrees that, for so long as any Securities remain outstanding and are “restricted securities” under Rule 144 under the Securities Act, if at any time it is not required to file with the SEC promulgated thereunder applicable the reports required by the preceding paragraphs of this Section 4.2, it will furnish to such SEC Reports. None beneficial owners of Securities and to prospective investors, upon request, the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact information required to be stated therein or necessary in order delivered pursuant to make Rule 144A(d)(4) under the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySecurities Act.

SEC Reports. The Common Stock NSC has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the Company is registered pursuant to Section 12(b"Securities Act") or 12(g) of and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC between January 1, 1996 and the Company has timely filed all required date of this Agreement (as such reports, schedules, forms, statementsstatements and documents have been amended since the time of their filing, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, collectively the "SEC ReportsDocuments"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, or if amended, as of the date of the last such amendment, the SEC Reports Documents complied in all material respects with the requirements of the Securities Act and Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None Documents, and none of the SEC ReportsDocuments when filed, at the time of their respective filingsor as amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company NSC included in the SEC Reports complied Documents comply as to form, as of their respective dates of filing dates with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by 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 NSC and its consolidated subsidiaries as of the dates thereof and the results consolidated statement of its operations and earnings, cash flows and stockholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of Company, BHC and UTV have filed with the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")SEC, and the Company has timely filed have heretofore made available to Buyer true and complete copies of, all required forms, reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to by the reporting requirements of the Exchange ActCompany, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act BHC and filings incorporated therein, UTV since January 1, 2001 1997 (together with other documents that revise or supersede earlier filed documentsall information incorporated therein by reference, the "Company SEC Reports"). The Company has delivered or made available to the Investors true Except for BHC and complete copies UTV, no subsidiary of the SEC ReportsCompany is required to file any form, report, schedule, statement or other document with the SEC. As of their respective filing dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the Company SEC Reports, and none of the Company SEC Reports at the time of their respective filings, they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of (including the Company related notes) included in the Company SEC Reports complied comply as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by 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 Company, BHC and UTV and their respective consolidated subsidiaries as of the dates thereof and the their respective consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As Except as and to the extent set forth in Section 3.7 of the date hereofCompany Disclosure Schedule, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account subsidiaries do not have any liability or obligation of any person nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the Companyaggregate, have a Company Material Adverse Effect.

SEC Reports. The Common Stock of the Company is registered has filed, pursuant to Section 12(b) or 12(g) of the Securities Act or the Exchange Act of 1934Act, as amended (the "Exchange Act")case may be, and the Company has timely filed all required reports, schedules, material forms, statements, reports and other documents (including all exhibits, amendments and supplements thereto) (the "SEC Reports) required to be filed by it with the SEC pursuant respect to the reporting requirements business and operations of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder, and all of the SEC promulgated Reports complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the appropriate act and the rules and regulations thereunder applicable to in effect on the date each such SEC Reportsreport was filed. None At the respective dates they were filed, none of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts The consolidated financial statements, including the schedules and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements notes thereto, of the Company included in the SEC Reports complied as of their respective filing dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present the consolidated financial position, results of operations and cash flows of the Company as of the dates or for the periods indicated therein, subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of certain footnote disclosures. All of the consolidated financial statements referred to above in this subsection, including the schedules and notes thereto, have been prepared in accordance with generally accepted accounting principles (except, in consistently applied throughout the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the respective periods involved covered thereby (except as may be indicated therein or in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed or furnished all required reports, schedules, forms, statements, reports and other documents with the SEC that have been required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, under applicable Laws since January 1, 2001 2006 and prior to the date hereof (together with other documents that revise or supersede earlier filed all such forms, reports and documents, the "“Company SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies Except as set forth in Section 2.7(a) of the SEC Reports. As Disclosure Schedule, as of their respective filing dates, effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Reports), each Company SEC Report complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, and as the rules and regulations case may be, each as in effect on the date such Company SEC Report was filed. As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseding filing), each Company SEC promulgated thereunder applicable to such Report (as amended or superseded by a subsequently filed Company SEC Reports. None of the SEC ReportsReport, at the time of their respective filings, contained if applicable) did not contain any untrue statement of a material fact or omitted 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. All material contracts and None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company included SEC Report, except as disclosed in certifications filed with the Company SEC Reports complied Reports. Except as set forth in Section 2.7(b) of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of Disclosure Schedule, there are no outstanding written comments from the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position to any of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyReports.

SEC Reports. The Common Stock of Purchaser has filed with the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934Commission all forms, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of and its subsidiaries under the Exchange Act and filings incorporated therein, or the Securities Act since January 1, 2001 1994 (together with other as such documents that revise or supersede earlier filed documentshave been amended since the time of their filing, collectively, the "PURCHASER SEC ReportsDOCUMENTS"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing datesdates or, if amended, as of the date of the last such amendment, the Purchaser SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Documents (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All misleading and (ii) complied in all material contracts and other documents respects with the applicable requirements of the Company required to be filed Exchange Act and the Securities Act, as exhibits to the SEC Reports have been filed as requiredcase may be. The Each of the consolidated financial statements of (the Company "PURCHASER FINANCIAL STATEMENTS") included in the Purchaser SEC Reports complied as Documents have been prepared from, and are in accordance with, the books and records of their respective filing dates Purchaser and/or its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by 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 as of the dates thereof and the consolidated results of its operations and cash flows of Purchaser and its consolidated subsidiaries as at the dates thereof or for the periods then ended presented therein. Purchaser has delivered to each of the Company and the Stockholders a correct and complete copy of each Purchaser SEC Document (subjecttogether with all exhibits and schedules thereto and as amended to date) filed since January 1, 1996. Since the date of the most recent Purchaser SEC Document, there has been no material adverse change in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required business (as presently conducted or presently expected to be made by the Company with the SEC conducted), financial condition or results of operations of Purchaser and the Company is eligible to file its subsidiaries, taken as a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companywhole.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents reports required to be filed by it with under the SEC pursuant to the reporting requirements of the Exchange 1934 Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act and filings incorporated therein, since January 1, 2001 twelve months preceding the date hereof (together with other documents that revise or supersede earlier filed documents, such shorter period as the "Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities 1934 Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None thereunder, and none of the SEC Reports, at the time of their respective filingswhen filed and/or subsequently amended or restated, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material contracts and other documents respects with the requirements of the Company 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of such Registration Statement or any such prospectus, including the Prospectus, contain or contained any untrue statement of a material fact or omitted to state a material fact required to be filed as exhibits stated therein or necessary in order to make the SEC Reports have been filed as requiredstatements therein, in the case of any prospectus in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto), and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of Since January 1, 2005, the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Purchaser has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material (such documents filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (2005, together with other all exhibits and schedules thereto and documents that revise or supersede earlier filed documentsincorporated by reference therein, collectively referred to herein as the "“Purchaser SEC Reports"Documents”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Purchaser SEC Reports Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Purchaser SEC Reports. None Documents, and none of the Purchaser SEC Reports, at the time of their respective filings, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company Purchaser included in the Purchaser SEC Reports complied Documents, as of their respective filing dates dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by 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 the financial position of the Company Purchaser as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein that are not expected by Purchaser to be material individually or in the aggregate). As No material adverse change in the business, assets, operations or financial condition of the date hereof, Purchaser has occurred since the Company has, on a timely basis, made all filings required to be made end of the period covered by the Company with most recently filed the Purchaser SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyDocument.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934Since August 1, as amended (the "Exchange Act")2024, and the Company Purchaser has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (“1934 Act, including material filed pursuant to Section 13(a”) or 15(d) (all of the Exchange Act foregoing filed prior to the date hereof or prior to the Closing Date, and filings all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, by reference therein being hereinafter referred to as the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities 1934 Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Reports. None , and none of the SEC Reports, at the time of their respective filingsthey were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents As of their respective filing dates, the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company Purchaser included in the SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto), or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Purchaser and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material either individually or in the aggregate). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Borrower has timely filed with or furnished to, as applicable, the Securities and Exchange Commission (the “SEC”) all required registration statements, prospectuses, reports, schedules, forms, statements, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2011 (together with other documents that revise or supersede earlier filed documents, the "“Borrower SEC Reports"Documents”). The Company All such Borrower SEC Documents that Borrower has delivered so filed or made available furnished prior to the Investors true and complete copies of date hereof are available on the SEC ReportsSEC’s website. As of their respective filing datesdates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Borrower SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder Act applicable to such Borrower SEC ReportsDocuments. None of the Borrower SEC ReportsDocuments, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed or furnished (or, if amended or superseded by a subsequent filing, as of their respective filingsthe date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents None of the Company Borrower’s Subsidiaries is required to be filed as exhibits file with or furnish to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoany forms, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person reports or other than the Companydocuments.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Buyer has timely filed or furnished, as applicable, all required forms, reports, schedules, forms, statements, statements and other documents documents, including any exhibits thereto, required to be filed or furnished by it Buyer with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of under the Exchange Act or the Securities Act since October 30, 2020 (collectively, as they have been amended since the time of their filing or being furnished and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsincluding all exhibits thereto, the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the thereunder. The SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, Reports did not at the time of their respective filingsthey became effective or were filed or furnished with the SEC, contained as the case may be, contain any untrue statement of a material fact or omitted 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. All material contracts Buyer maintains disclosure controls and other documents of procedures required by Rule 13a-15(e) or 15d-15(e) under the Company required to be filed as exhibits to the SEC Reports have been filed as required. Exchange Act. (b) The financial statements of the Company included and notes thereto contained or incorporated by reference in the SEC Reports complied as of their respective filing dates fairly present in all material respects with applicable accounting requirements the financial condition and the published rules results of operations, changes in stockholders’ equity and regulations cash flows of Buyer as at the SEC with respect theretorespective dates of, have been prepared and for the periods referred to, in such financial statements, all in accordance with generally accepted accounting principles with: (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECi) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as otherwise permitted by Form 10-Q under the Exchange Act); and (ii) Regulation S-X or Regulation S-K, and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (applicable, subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments)adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of footnote disclosures and other presentations items and changes thereto to the extent permitted by Regulation S-X or Regulation S-K, as applicable. As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with Buyer has no off-balance sheet arrangements that are not disclosed in the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyReports.

SEC Reports. The Common Stock of the Company is registered pursuant S&W has filed on a timely basis (subject to Section 12(ball permitted extensions thereof) or 12(g) of the Securities Exchange Act of 1934all forms, as amended (the "Exchange Act"), and the Company has timely filed all required reports, financial statements, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to since April 30, 2008 (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied (i) were prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reportsthereunder, at the time of their respective filings, contained any untrue statement and (ii) do not contain a misstatement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents misleading as of the Company required time the document was filed. S&W has previously made available to be filed as exhibits USR a true and correct copy of any amendment or modification to the SEC Reports that is required to be, but has not yet been, filed with the SEC. S&W has responded to all comment letters of the staff of the SEC relating to any SEC Reports. S&W and its subsidiaries have been filed implemented and maintain (i) disclosure controls and procedures (as required. The defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, and such controls and procedures are effective to ensure that all material information relating to S&W and its subsidiaries is made known to the chief executive officer and chief financial officer of S&W by others at S&W and its subsidiaries, and (ii) a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements of the Company included for external purposes in the accordance with GAAP. All SEC Reports complied as of their respective filing dates that are filed between the date hereof and the Effective Time will be timely filed, will, in all material respects with applicable accounting requirements respects, comply and the published rules and regulations of the SEC with respect thereto, have been be prepared in accordance with generally accepted accounting principles (exceptthe applicable requirements of the Securities Act and the Exchange Act, as applicable, and, in each case, the case of unaudited statements, as permitted by Regulation S-X rules and regulations promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereunder, and fairly present the financial position will not contain any untrue statement of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, a material fact or omit to normal year-end audit adjustments). As of the date hereof, the Company has, on state a timely basis, made all filings material fact required to be stated therein or necessary to make the statements made by therein, in light of the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companycircumstances in which they are made, not misleading.

SEC Reports. The Common Stock of Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Company is registered pursuant to Section 12(b) or 12(g) of Act and the Securities Exchange Act of 1934, as amended (the "“Exchange Act")”) since January 1, and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act2007, including material filed pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after April 13, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports. As Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of their respective filing datesthe date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “Commission”) promulgated thereunder applicable to such SEC Reports. None thereunder, as applicable, and none of the SEC Reports, at as of the time date of their respective filingsfiling, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, ----------- schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 1997 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to ----------- the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC ------------ promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock annual report on Form 10-K of Sabratek for the Company is registered pursuant to Section 12(b) or 12(g) of fiscal year ended December 31, 1998, as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely all other reports and proxy statements filed all required reports, schedules, forms, statements, and other documents or required to be filed by it with the SEC pursuant Sabratek subsequent to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 such report (together with other documents that revise or supersede earlier filed documentscollectively, the "Sabratek SEC ReportsDocuments"). The Company has delivered or made available to the Investors true , have been duly and complete copies of the SEC Reports. As timely filed by Sabratek; and as of their respective filing datesdates (or if amended prior to the date of this Agreement, then on the SEC Reports date of such last amendment) complied in all material respects with the all requirements of the Securities Act and under the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, and contained any no untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company Sabratek included in the Sabratek SEC Reports Documents complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited interim financial statements, as permitted by Regulation SForms 10-X promulgated by Q or 8-K of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present presented, in all material respects, the financial position of the Company Sabratek as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, other adjustments discussed therein (if any) and lack of footnote disclosures). As of Sabratek is currently eligible under the date hereof, the Company has, on Securities Act to use a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement Registration Statement on Form S-3 with respect to outstanding shares register resales of its Sabratek Common Stock to be offered for sale for the account of any person other than the CompanyStock.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The consolidated financial statements of the Company and its consolidated Subsidiaries included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of The agreements and documents described in the date hereof, SEC Reports conform in all material aspects to the Company has, on a timely basis, made all filings descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be made by described in the Company SEC Reports or to be filed with the Commission as exhibits to the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyReports, that have not been so described or filed.

SEC Reports. The Common Stock Bedford has previously delivered to the Itrade Members a true and complete copy of its Form 10-K for the Company is registered pursuant to Section 12(b) or 12(g) of fiscal year ended December 31, 2000 and its Form 10-Q for the Securities Exchange Act of 1934quarter ended March 31, as amended 2001 (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC ReportsDocuments"). The Company has delivered or made available Prior to the Investors Closing, Bedford will furnish the Itrade Members with true and complete copies of any additional document filed by Bedford with the SEC ReportsSEC. As of their respective the filing datesdate, the SEC Reports Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Document does not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits , except to the SEC Reports have been extent corrected by a document subsequently filed as requiredby Bedford with the SEC, a copy of which shall be delivered to the Itrade Members prior to closing. The financial statements of Bedford, including the Company notes thereto, included in the SEC Reports complied Document (the "Financial Statements") comply as of their respective filing dates to 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present the consolidated financial position of the Company as of Bedford at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, ended. There has been no change in Bedford' accounting policies or estimates except as described in the case of unaudited statements, notes to normal year-end audit adjustments)the Financial Statements. As of Bedford has no material obligations other than (i) those set forth in the date hereof, the Company has, on a timely basis, made all filings Financial Statements and (ii) those not required to be made by set forth in the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyFinancial Statements under generally accepted accounting principals.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Watsco has timely filed all required reports, schedulesregistration statements, forms, statementsreports, definitive proxy statements and other documents required to be filed by it Watsco or its Subsidiaries with the SEC pursuant since February 29, 2012. All such registration statements, forms, reports and other documents (not including any information furnished to the reporting requirements SEC, including, but not limited to, all information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K) are referred to herein as the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“SEC Reports"). .” The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports (i) were filed on a timely basis and (ii) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder Act applicable to such SEC Reports. None . (b) Each of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the consolidated financial statements therein(including, in light of the circumstances under which they were madeeach case, not misleading. All material contracts any related notes and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included schedules) contained in the SEC Reports at the time filed (i) complied as of their respective filing dates in all material respects with applicable generally accepted accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in accordance with applicable generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC under the Exchange Act) and (iii) fairly present presented in all material respects the consolidated financial position of the Company Watsco and its Subsidiaries as of the dates thereof indicated and the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were subject to normal yearand recurring year end adjustments which were not material in amount. (c) Except as disclosed in Watsco’s annual report on Form 10-end audit adjustments). As K filed on February 29, 2012 and any subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (excluding any risk factor disclosure contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature) filed and publicly available prior to the date hereofof this Agreement, (i) Watsco and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the Company hasreliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles, (ii) each of Watsco and its Subsidiaries maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such disclosure controls and procedures are effective to ensure that all material information concerning Watsco is made known on a timely basis, made all basis to the individuals responsible for the preparation of Watsco’s filings required to be made by the Company with the SEC and other public disclosure documents as appropriate to allow timely decisions regarding required disclosure and to make the Company is eligible to file a registration statement on Form S-3 certifications required by the Exchange Act with respect to outstanding shares the SEC Reports, (iii) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Watsco’s ability to record, process, summarize and report financial information, Watsco has disclosed to its Common outside auditors any significant deficiencies or material weaknesses in internal controls, and, to Watsco’s knowledge, there is no reason to believe that Watsco’s outside auditors and Chief Executive Officer and Chief 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due, (iv) to Watsco’s knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Watsco’s internal controls and (v) Watsco is in compliance in all material respects with the applicable listing and other rules and regulations of the New York Stock to be offered for sale for Exchange and the account of any person other than the CompanyNYSE Amex.

SEC Reports. The Common Stock LEGAL_US_W # 62319343.5 -11- (a) Except as set forth on Part 2.4-1 of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934TPT Disclosure Schedule, as amended (the "Exchange Act"), and the Company TPT has on a timely basis filed all required reports, schedules, forms, statements, reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Actsince October 4, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2006 (together with other documents that revise or supersede earlier filed such documents, as supplemented or amended since the "time of filing, the “TPT SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the TPT SEC Reports complied (i) were or will be prepared in all material respects accordance with the requirements of the Securities Act and the Exchange Act, and as the case may be, and, to the extent then applicable, SOX, including in each case, the rules and regulations thereunder and (ii) except to the extent that information contained in any TPT SEC Reports has been revised, modified or superseded (prior to the date of the this Agreement) by a later filed TPT SEC promulgated thereunder applicable to such SEC Reports. None of the SEC ReportsReport, did not at the time of their respective filingsthey were filed with the SEC, contained or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omitted 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. All No Subsidiary of TPT is or has been required to file any form, report, registration statement or other document with the SEC. TPT maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material contracts information concerning TPT and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of TPT’s filings with the SEC and other documents public disclosure documents. Except as set forth on Part 2.4-2 of the Company TPT Disclosure Schedule, to TPT’s Knowledge, each director and executive officer of TPT has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since October 4, 2006. As used in this Section 2.4, the term “file” shall be broadly construed to be filed as exhibits include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC SEC. With respect to TPT’s Annual Reports have been filed as required. The financial statements on Form 10-K for each fiscal year of TPT beginning on or after October 4, 2006 and TPT’s Quarterly Reports on Form 10-Q for each of the Company included first three fiscal quarters in each of such fiscal years of TPT, all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the SEC Reports complied as Exchange Act and Sections 302 and 906 of their respective filing dates in all material respects with applicable accounting requirements SOX, and the published rules and regulations of the SEC promulgated thereunder, complied with respect theretosuch rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. (b) Since October 4, 2006, neither TPT nor any of its Subsidiaries or, to TPT’s Knowledge, any Representative of TPT or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TPT or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that TPT or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) The TPT Corporations have been prepared implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles GAAP, including, without limitation, that (excepti) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in Part 2.4(c) of the TPT Disclosure Schedule, since October 4, 2006, (A) there have not been any changes in the case of unaudited statementsTPT Corporations’ internal control over financial reporting that have materially affected, as permitted by Regulation S-X promulgated by or are reasonably likely to materially affect, the SECTPT Corporations’ internal control over financial reporting; (B) applied on a consistent basis during the periods involved (except as may be indicated all significant deficiencies and material weaknesses in the notes thereto)design or operation of the TPT Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the TPT Corporations’ ability to record, process, summarize and report financial information have been disclosed to TPT’s outside auditors and the audit committee of TPT’s board of directors, and fairly present (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the TPT Corporations’ internal control over financial position reporting. Part 2.4(c) of the Company as of the dates thereof TPT Disclosure Schedule lists, and the results of its operations TPT has made available to Raptor copies of, all reports and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company other documents concerning internal control filed with the SEC or delivered to TPT by its auditors since October 4, 2006. TPT has made available to Raptor copies of all policies, manuals and other documents promulgating such disclosure controls and procedures. (d) TPT is, and since October 4, 2006 has been, in compliance with the applicable provisions of SOX and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares applicable listing and corporate governance rules and regulations of its Common Stock to be offered for sale for the account of any person other than the CompanyNASDAQ.

SEC Reports. The Common Stock (a) A true and complete copy of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934each annual, as amended (the "Exchange Act")quarterly and other report, registration statement, and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be definitive proxy statement filed by it Buyer with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available 2016 and prior to the Investors true and complete copies of date hereof (the “Buyer SEC Documents”) is available on the web site maintained by the SEC Reportsat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Buyer SEC Reports Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Reports. None Documents, and none of the Buyer SEC Reports, at the time Documents as of their respective filingsfiling dates or, taken as a whole, as of the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (b) The financial statements of the Company Buyer included in the Buyer SEC Reports Documents complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly present presented the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its Buyer’s operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of Except as disclosed in the date hereofBuyer SEC Documents, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 no material adverse effect with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyBuyer has occurred since December 31, 2018.

SEC Reports. The Common Stock Unique has made available to Invacare a true and complete copy of the Company is registered pursuant to Section 12(b) or 12(g) of each report, schedule, registration statement and definitive proxy statement filed by Unique with the Securities and Exchange Act Commission ("Commission") since October 31, 1992 (as such documents have since the time of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentstheir filing been amended, the "SEC Reports"). The Company has delivered or made available ) which are all the documents (other than preliminary material) that Unique was required to file with the Investors true and complete copies of the SEC ReportsCommission since such date. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such SEC Reports. None of the SEC Reports, at and none of the time SEC Reports contained, as of their the respective filingsdates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company Unique included in the SEC Reports complied complied, as of their the respective filing dates thereof, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and have been prepared in accordance with generally accepted accounting principles (exceptas of the respective dates thereof, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) 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, as permitted by Form 1 0-Q) and fairly present (subject, in the case of the unaudited statement, to normal, recurring adjustments) the financial position of the Company Unique as of at the dates thereof and the results of its operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companyended.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Buyer has timely filed all required reports, schedules, forms, statementscertifications, statements and other documents required to be filed by it Buyer with the SEC pursuant to (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“Buyer SEC Reports"Documents”). The Company has delivered or made All Buyer SEC Documents are available to the Investors true and complete copies of from the SEC Reports. on the E▇▇▇▇ System or in the Buyer Data Room. (b) As of their its respective filing datesdate, the each Buyer SEC Reports Document complied in all material respects with the requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Reports. None of the SEC ReportsDocument, at the time of their respective filings, contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later filed Buyer SEC Document, none of the Company Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be filed as exhibits stated therein or necessary in order to make the SEC Reports have been filed as requiredstatements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Buyer SEC Reports complied Documents comply as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present the consolidated financial position of the Company Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). As The principal executive officer of Buyer and the principal financial officer of Buyer have made all certifications required by Sections 302 and 906 of the date hereof, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Company has, on a timely basis, made all filings required to be made by the Company with rules and regulations of the SEC and promulgated thereunder (the Company is eligible to file a registration statement on Form S-3 “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to outstanding shares the Buyer SEC Documents. For purposes of its Common Stock the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, the term “file” shall be offered for sale for broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the account of any person other than the CompanySEC.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934Each form, as amended (the "Exchange Act")report, schedule, registration statement and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be definitive proxy statement filed by it Buyer with the SEC pursuant on and after July 26, 2002 and prior to the reporting requirements of date hereof (as such documents have been amended prior to the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsdate hereof, the "Buyer SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As , as of their respective filing dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the Buyer SEC Reports, at as of the time of their respective filingsdate on which such Buyer SEC Report was declared effective pursuant to the Securities Act or the date on which such Buyer SEC Report was filed pursuant to the Exchange Act, as applicable, contained or contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The consolidated financial statements of the Company Buyer and its subsidiaries included in the SEC Reports complied such reports comply as of their respective filing dates to 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 generally accepted accounting principles GAAP, consistently applied (exceptexcept as set forth in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Regulation SForm 10-X promulgated by 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 (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company Buyer and its subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since July 26, in 2002, Buyer has timely filed with the case of unaudited statementsSEC all forms, reports and other documents required to normal year-end audit adjustments). As of be filed prior to the date hereof, the Company hasand no subsidiary of Buyer has filed, on a timely basis, made all filings or been required to be made by the Company file, any form, report or other document with the SEC and SEC, in each case, pursuant to the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for Securities Act or the account of any person other than the CompanyExchange Act.

SEC Reports. Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsthe Prospectus and the Prospectus Supplement, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of The Company has never been an issuer subject to Rule 144(i) under the Company required to be filed as exhibits to the SEC Reports have been filed as requiredSecurities Act. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). (i) Material Changes: Undisclosed Events, Liabilities or Developments. As Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports filed prior to the date hereof and in the Prospectus Supplement, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to have a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company incentive award plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement at the time this representation is made or deemed made, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets, financial condition or results of operations that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made or thereafter that has not been publicly disclosed at least one Trading Day prior to the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934Since January 1, as amended (the "Exchange Act")2016, and the Company has timely filed complied in all required reports, schedules, forms, statements, and other documents required to be filed by it material respects with the SEC pursuant to the reporting filing requirements of Sections 13(a), 14(a) and 15(d) of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) and, as applicable, of the Exchange Act and filings incorporated therein, since January 1, 2001 Securities Act. (together with other documents that revise or supersede earlier filed documents, the "b) The SEC Reports"). The Company has delivered , when they became effective or made available were filed with or furnished to the Investors true and complete copies of Commission, as the SEC Reports. As of their respective filing datescase may be, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC Commission promulgated thereunder applicable and none of such documents, when they became effective or were filed with or furnished to such SEC Reports. None of the SEC ReportsCommission, at as the time of their respective filingscase may be, contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (c) The financial statements of the Company on a consolidated basis for each of the periods included (or incorporated by reference) in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, Generally Applicable Accounting Principles in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECUnited States (“US GAAP”) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto), and . Such financial statements fairly present in all material respects, in accordance with US GAAP, the financial position condition, cash flows and results of operations of the Company on a consolidated basis as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectindicated therein. Except as set forth in such financial statements, neither the Company nor its subsidiaries has any material liabilities other than liabilities and obligations that have arisen in the case ordinary course of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings business and which would not be required to be made by reflected in financial statements prepared in accordance with US GAAP. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the Company with information subject to the SEC confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyExchange Commission.

SEC Reports. The Common Stock of Purchaser has filed with the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed SEC all required reports, schedules, forms, statements, reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange ActPurchaser since December 3, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2006 (together with other documents that revise or supersede earlier filed documentscollectively, the "“Purchaser SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Purchaser SEC Reports complied (including any Purchaser SEC Reports filed after the date of this Agreement until the Closing) (i) were prepared in all material respects in accordance with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Reports. None of the SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of their respective filingsthis Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The consolidated financial statements of the Company included Purchaser and its Subsidiaries contained in the Purchaser SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as disclosed therein and except, in the case of the unaudited financial statements, as permitted by Regulation S-X promulgated by for the SEC) applied on a consistent basis during the periods involved absence of footnotes (except as may be indicated that, if presented, would not differ materially from those included in the notes theretoaudited financial statements) and normal recurring year end adjustments (the effect of which will not, individually or in the aggregate, be material), ). The consolidated financial statements of Purchaser and its Subsidiaries contained in the Purchaser SEC Reports fairly present in all material respects the financial position of Purchaser and its Subsidiaries and the Company results of operations and changes in financial position and cash flows as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, specified. The consolidated financial statements of Purchaser and its Subsidiaries contained in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company Purchaser SEC Reports have been prepared in accordance with the SEC books and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares records of Purchaser and its Common Stock to be offered for sale for the account of any person other than the CompanySubsidiaries.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of under the Exchange Act, including material filed without limitation pursuant to Section 13(a) 13 or 15(d) thereof, since the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2023 Form 20-F, and all other reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from the filing date of the 2023 Form 20-F through the date of this Agreement (including the exhibits and filings schedules thereto and documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports ”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, and if amended or superseded by a filing prior to the rules and regulations date hereof, on the date of such filing), each SEC Report filed pursuant to the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Exchange Act did not contain any untrue statement of a material fact or omitted 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. All material contracts and other documents As of their respective dates, the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles International Financial Reporting Standards (except”IFRS”), in the case of unaudited statementsconsistently applied, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto), or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock Company’s Form 10-Qs for the periods ended June 30, 2015 and September 30, 2015 were due to the U.S. Securities and Exchange Commission on July 15, 2015 and November 16, 2015, respectively, but were not filed. Furthemore, the unaudited pro forma condensed consolidated balance sheet of the Company and its subsidiaries and unaudited pro forma condensed consolidated statements of income of the Company and its subsidiaries that were to be filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 4, 2015 were not filed. As a result, there is registered pursuant limited information about the Company available about the financial results of operations, or otherwise, for periods subsequent to Section 12(bthe filing and periods presented in its Form 10-K for the period ended March 31, 2015. Purchasers that participate in this Offering are purchasing without the information that would normally be available to investors if the Company filed the above-mentioned reports and exhibits. Other than as described herein, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or 12(g) of and the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, and the Company has timely filed all required reports, schedules, forms, statements, rules and other documents required to be filed by it with regulations promulgated thereunder (the SEC pursuant to the reporting requirements of the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company has delivered or made available to the Investors true ”) and complete copies of the when filed, each SEC Reports. As of their respective filing dates, the SEC Reports complied Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Securities Act. All proxy statements, reports, registration statements, schedules, forms and other documents required to be filed with the SEC by the Company under the Exchange Act and the Securities Act after the date hereof through the relevant Closing Date will, if and when filed, be in compliance in all material respects with the requirements of its respective report form, the Exchange Act and the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reportswill not, at the time of their respective filingsthey are filed or declared effective, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. All material contracts ; provided, however, that any failure by the Company to file any proxy statement, report, registration statement, schedule, form and other documents shall not constitute a breach of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companythis Section 6.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the reporting requirements "SEC") since September 25, 2000, the effective date of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 Company's Form 10-SB (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities 1933 Act and or the Exchange 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective dates of filing dates with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, has on a timely basis, basis made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySEC.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(i) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company City has timely filed all required reports, schedules, forms, registration statements, proxy statements and other documents materials, together with any amendments required to be filed by made with respect thereto, that it was required to file with the SEC pursuant to the reporting requirements of the Exchange ActSEC, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act all such reports, registration statements, proxy statements, other materials and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports amendments have complied in all material respects with all legal requirements relating thereto, and City has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the requirements of SEC by City pursuant to the Securities Act and or the Exchange Act, and Act (the rules and regulations of the “City SEC promulgated thereunder applicable to Reports”) is publicly available. No such SEC Reports. None of the SEC ReportsReport, at the time filed, furnished or communicated (and, in the case of their respective filingsregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be , except that information filed as exhibits of a later date (but before the date of this Agreement) shall be deemed to the SEC Reports have been filed modify information as requiredof an earlier date. The financial statements As of the Company included in the their respective dates, all City SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereofof this Agreement, no executive officer of City has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares any of its Common Stock to be offered for sale for the account of any person other than the Company.City SEC Reports (g)

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 1997 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock Except as set forth in Schedule 3.10 hereto, the Seller has filed with the Securities and Exchange Commission (the "Commission") all reports, registration statements, definitive proxy statements and other documents, including any amendments thereto and supplements thereof, required to be filed by it with the Commission (the "SEC Reports") since the effectiveness of the Company is registered pursuant registration statement relating to Section 12(b) or 12(g) its initial public offering in October 1992, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. Except as disclosed in Schedule 3.10 hereto, as of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the SEC promulgated thereunder applicable to such SEC Reports. None Reports of the SEC ReportsSeller, at the time of their respective filingsincluding, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to balance sheets (including the SEC Reports have been filed as required. The financial statements of the Company related notes) included in the SEC Reports complied of the Seller fairly presents the consolidated financial position of the Seller as of their the respective filing dates in all material respects with applicable accounting requirements thereof, and the published rules other related financial statements (including the related notes) included therein fairly presented the consolidated results of operations and regulations changes in financial position of the SEC with respect theretoSeller for the respective periods indicated, have been prepared in accordance with generally accepted accounting principles (except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the SEC Reports of the Seller has been prepared in accordance with United States generally accepted accounting principles, except as otherwise noted therein or, in the case of the unaudited financial statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), applicable rules and fairly present the financial position regulations of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyCommission.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a"SEC") or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities 1933 Act and or the Exchange 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective dates of filing dates with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, has on a timely basis, basis made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySEC.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934Parent has, as amended (the "Exchange Act")since January 1, and the Company has timely 2019, filed all required forms, reports, schedules, forms, statements, and other documents required to be filed or furnished by it the Parent with the SEC pursuant to Securities and Exchange Commission (“SEC”) under the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of Securities Act and/or the Exchange Act and filings incorporated thereinof 1934, since January 1, 2001 (together with other documents that revise any amendments, restatements or supersede earlier filed documents, supplements thereto (the "SEC Reports"“Parent Securities Filings”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied Parent Securities Filings (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, Securities Act) and at the time of their respective filingsthey were filed with the SEC, contained contain any untrue statement of a material fact or omitted 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. All material contracts As used in this Section, the term “file” shall be broadly construed to include any manner permitted by SEC rules and other documents regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements and notes of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included Parent and its subsidiaries contained or incorporated by reference in the SEC Reports complied as of their respective filing dates (the “Parent Financials”), fairly present in all material respects with applicable accounting requirements the financial position and the published rules results of operations, changes in shareholders’ equity, and regulations cash flows of the SEC with respect theretoParent and its subsidiaries at the respective dates of and for the periods referred to in such financial statements, have been prepared all materially in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECi) GAAP methodologies applied on a consistent basis during throughout the periods involved and (ii) in material compliance with Regulation S-X (except as may be indicated in the notes thereto), thereto and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, omission of notes and audit adjustments in the case of unaudited statements, quarterly financial statements to normal yearthe extent permitted by Regulation S-end audit adjustmentsX). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.ARTICLE 6

SEC Reports. The Common Stock (a) Purchaser has filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2015 (the “Purchaser Reports”). Except as set forth in Section 4.7(a) of the Company is registered pursuant Purchaser Disclosure Schedule, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Section 12(bthe date hereof, as of the date of such subsequent filing), the Purchaser Reports complied, and each Purchaser Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or 12(g) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the Company has timely filed all required reports, schedules, forms, statements, D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Consumer Protection Act and filings incorporated thereindid not or will not, since January 1as the case may be, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of There are no outstanding comments from, or unresolved issues raised by, the SEC with respect theretoto any of the Purchaser Reports. None of Purchaser’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of Purchaser has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of Purchaser, no enforcement action has been initiated against Purchaser or its officers or directors by the SEC relating to disclosures contained in any Purchaser Report. (b) The records, systems, controls, data and information of Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have been prepared a materially adverse effect on the system of internal accounting controls described in the following sentence. Except as set forth in Section 4.7(b) of the Purchaser Disclosure Schedule, Purchaser and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles GAAP. Except as set forth in Section 4.7(b) of the Purchaser Disclosure Schedule, Purchaser has designed disclosure controls and procedures (except, in within the case meaning of unaudited statements, Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to Purchaser and its Subsidiaries is made known to the management of Purchaser by others within those entities as permitted by Regulation S-X promulgated appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the SEC) applied Exchange Act with respect to the Purchaser Reports. Management of Purchaser has disclosed, based on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, most recent evaluation prior to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC Purchaser’s auditors and the Company is eligible audit committee of Purchaser’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Purchaser’s ability to file record, process, summarize and report financial data and have identified for Purchaser’s auditors any material weaknesses in internal controls, with any such significant deficiencies and material weaknesses having previously been disclosed in the Purchaser Reports, and (2) any fraud, whether or not material, that involves management or other employees who have a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companysignificant role in Purchaser’s internal controls.

SEC Reports. The Common Stock Company has previously made available to the Purchasers true and complete copies of its (i) Annual Reports on Form 10-K for its fiscal years ended December 31, 1997 and December 31, 1998, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1998, June 30, 1998, September 30, 1998 and Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇rent Reports on Form 8-K dated December 24, 1998 and May 18, 1999, (iv) definitive proxy statements for its 1998 and 1999 annual stockholders meetings, and (v) any other reports or registration statements filed by the Company with the Securities and Exchange Commission (the "Commission") since January 1, 1998, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Company is registered pursuant to Section 12(b) Securities Act of 1933, as amended (the "Securities Act"), or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Actcase may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such SEC Reports. None of the SEC Reports, at the time As of their respective filingsdates, contained the SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. All material contracts The audited consolidated financial statements and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The unaudited interim financial statements of the Company included in the SEC Reports complied comply as of their respective filing dates to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto (except as may be indicated thereon or in the notes thereto), have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto), covered thereby and present fairly present the financial position condition of the Company as of the such dates thereof and the results of its operations operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companysuch period.

SEC Reports. The Common Stock Since January 1, 1993, to the best of its knowledge the Parent has filed all required forms, reports and documents ("Parent SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Company is registered pursuant to Section 12(b) or 12(g) of Securities Act and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC interpretive releases promulgated thereunder applicable to such SEC Reportsthereunder. None of the such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time of their respective filingsfiled, contained contained, or, if to be filed in the future will contain, any untrue statement of a material fact fact, or omitted omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to consolidated balance sheets in or incorporated by reference into the Parent SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly presents or will fairly present the financial position of the Company entity or entities to which it relates as of its date, and each of the dates thereof related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Parent SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of its operations operations, retained earnings and cash flows flows, as the case may be, of the entity or entities to which it relates for the periods then ended period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. As of the date hereof, the Company has, on a timely basis, made all filings required The consolidated financial statements included or to be made by included in the Company with Parent SEC Reports are hereinafter sometimes collectively referred to as the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company"Parent Financial Statements."

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of has filed all required forms, reports and documents with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC"). (i) The Company has made available to Investor, and in the form filed with the SEC, the Company's (A) quarterly reports on Form 10-Q filed by the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 1998, (together B) all current reports on Form 8-K, (C) all information statements on Form 14C, and (D) all registration statements filed by the Company with other documents that revise or supersede earlier filed documentsthe SEC since January 1, 1998 (collectively and as amended as required, including the exhibits thereto, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, and each as in effect on the rules and regulations of the SEC promulgated thereunder applicable to dates such SEC ReportsReports were filed. None As of their respective dates, none of the SEC Reports, at the time of their respective filingsincluding, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents . (ii) No subsidiary of the Company required is required, as of the date hereof, to be filed as exhibits to file any form, report, or other document with the SEC Reports have been filed as required. under Section 12 of the Exchange Act. (iii) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports complied as of their respective filing dates fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance conformity with generally accepted accounting principles (exceptset forth in opinions and pronouncements of the Financial Accounting Standards Board and of the Accounting Principles Board of the American Institute of Certified Public Accountants or by such other entity as may be approved by a significant segment of the United States accounting profession, in each case as the case same are applicable to the circumstances as of unaudited statements, as permitted by Regulation S-X promulgated by the SECdate of determination ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, subject to normal year-end audit adjustmentsadjustments in the case of any unaudited interim financial statements). As The Company has heretofore made available or promptly will make available to Investor a complete and correct copy of any amendments or modifications, which are required to be filed with the date hereofSEC but have not yet been filed with the SEC, to the SEC Reports. (b) Except as set forth in Schedule 2.6(b) hereto, the Company hasand its subsidiaries have no liabilities of any nature (whether accrued, on a timely basisabsolute, made all filings required to be made by contingent or otherwise), except for: (i) liabilities set forth in the audited balance sheet of the Company with dated June 30, 1998 or on the SEC and notes thereto, contained in the Company is eligible to file a registration statement Company's quarterly report on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale 10-Q for the account quarterly period ended June 30, 1998; (ii) liabilities incurred in the ordinary course of any person other than business consistent with past practice since June 30, 1998; and (iii) liabilities which would not, individually or in the Companyaggregate, have a Company Material Adverse Effect.

SEC Reports. The Common Stock of Except as set forth in the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934SEC Reports, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements of Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsthe Prospectus and the Prospectus Supplement, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock Since January 1, 1993, to the best of its knowledge Dynatec has filed all required forms, reports and documents ("Dynatec SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Company is registered pursuant to Section 12(bSecurities Act of 1933 (the "Securities Act") or 12(g) of and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC interpretive releases promulgated thereunder applicable to such SEC Reportsthereunder. None of the such Dynatec SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time of their respective filingsfiled, contained any untrue statement of a material fact fact, or omitted omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to consolidated balance sheets in or incorporated by reference into the Dynatec SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly presents or will fairly present the financial position of the Company entity or entities to which it relates as of its date, and each of the dates thereof related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Dynatec SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of its operations operations, retained earnings and cash flows flows, as the case may be, of the entity or entities to which it relates for the periods then ended period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments). As of ) in each case in accordance with generally-accepted accounting principles applicable to the date hereofparticular entity consistently applied throughout the periods involved, the Company has, on a timely basis, made all filings required to except as may be made by the Company with the SEC noted therein; and the Company is eligible to file a registration statement on Form S-3 independent certified public accountants for Dynatec have rendered or Will render an unqualified opinion with respect to outstanding shares of its Common Stock each audited financial statement included in the Dynatec SEC Reports. The consolidated financial statements included in the Dynatec SEC Reports are hereinafter sometimes collectively referred to be offered for sale for as the account of any person other than the Company"Dynatec Financial Statements."

SEC Reports. The Common Stock of Except for the Company is registered pursuant to Proxy Statement and the other Transaction Filings (which are addressed in Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"3.10), and the Company has timely filed with the SEC (subject to any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all required reports, schedules, forms, statements, and other documents Company SEC Reports required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) on or 15(d) of the Exchange Act and filings incorporated therein, since after January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports2014. As of their respective the date of filing dates(or, if amended, restated or superseded by a filing prior to the date of this Agreement, as of such later date), the Company SEC Reports (a) complied in all material respects with the applicable requirements of the Securities Act and of 1933, as amended (the "Securities Act"), the Exchange Act, Act and the rules other applicable Law and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. All material contracts and other documents No Subsidiary of the Company is subject to the reporting requirements of the Exchange Act or is otherwise required to be filed as exhibits to file or furnish any forms, reports, schedules, statements or other documents with the SEC Reports have been filed as requiredSEC. The financial statements Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company included in or any of its Subsidiaries, on the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements other hand, occurring between January 1, 2014 and the published rules and regulations date of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)this Agreement. As of the date hereofof this Agreement, the Company has, on a timely basis, made all filings required to be made by the Company with there are no outstanding or unresolved comments from the SEC and the Company is eligible to file a registration statement on Form S-3 staff with respect to outstanding shares any Company SEC Report. To the Knowledge of its Common Stock to be offered for sale for the account of any person other than the Company, as of the date of this Agreement, no Company SEC Report is the subject of ongoing SEC review or outstanding SEC comment or investigation.

SEC Reports. (a) . (a) The Common Stock of Parent has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the Company is registered pursuant to Section 12(b) or 12(g) of SEC since November 10, 2021, under either the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), or the Securities Act (all such documents and the Company has timely reports filed all required reports, schedules, forms, statements, and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements Parent or any of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsits subsidiaries, the "“Parent SEC Reports"Documents”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing datesdates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Documents when filed contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (b) The financial statements of the Company included and notes contained or incorporated by reference in the Parent SEC Reports complied as of their respective filing dates Documents, (i) were prepared in accordance with GAAP consistently applied, (ii) comply with all material respects with applicable accounting requirements under the Securities Act, the Exchange Act and the published rules and regulations of the SEC with respect theretothereunder, have been prepared and (iii) fairly present in accordance with generally accepted accounting principles (exceptall material respects, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)basis, and fairly present the financial position of the Company Parent as of the dates thereof and the results of its operations operations, changes in stockholders equity and cash flows of the Parent for the periods then ended reflected therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments that are not, individually or in the aggregate, material). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company root9B has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"”). The Company , on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None thereunder, and none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (b) The financial statements of the Company root9B included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position balance sheet of the Company root9B and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments), which would not be material, either individually or in the aggregate. (c) root9B maintains internal control over financial reporting (as such term is defined in Rule 13a-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 generally accepted accounting principles and such internal control over financial reporting is effective. As root9B is in compliance in all material respects with all of the date hereofprovisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. root9B maintains controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), and such disclosure controls and procedures are effective, to the Company hasextent required to do so. There is no transaction, on a timely basisarrangement, made all filings or other relationship between root9B (or any Subsidiary) and an unconsolidated or other off balance sheet entity that is required to be made disclosed by the Company with the SEC root9B in its Exchange Act filings and the Company is eligible not so disclosed and would have or reasonably be expected to file have a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyMaterial Adverse Effect.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed or furnished, as the case may be, all required registration statements, proxy statements, reports, schedules, forms, statements, forms and other documents required to be filed or furnished by it with the with the SEC pursuant (all of the foregoing documents filed with or furnished to the reporting requirements of SEC and all exhibits included therein are referred to as the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“Company SEC Reports"”) for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, effective dates (in the case of the Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, (i) each Company SEC Report complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, and the rules and regulations (ii) none of the such Company SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). All Such disclosure controls and procedures are designed to ensure that material contracts information relating to the Company, including its Subsidiaries, is made known to Company’s principal executive officer and other documents of 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. Such disclosure controls and procedures are effective in timely alerting the Company principal executive officer and principal financial officer to material information required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as Company’s periodic and current reports required under the Exchange Act. For purposes of their respective filing dates this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Company is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable accounting requirements to the Company. (c) The Company is in compliance in all material respects with the applicable listing and the published corporate governance rules and regulations of the SEC with respect theretoNASDAQ, have been prepared in accordance with generally accepted accounting principles (exceptand has not, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECtwelve (12) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of months preceding the date hereof, received notice from NASDAQ to the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and effect that the Company is eligible to file a registration statement on Form S-3 not in compliance with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companysuch listing and corporate governance rules and regulations.

SEC Reports. The Common Stock Since January 1, 1998, to the best of its knowledge the Parent has filed all required forms, reports and documents ("Parent SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Company is registered pursuant to Section 12(b) or 12(g) of Securities Act and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC interpretive releases promulgated thereunder applicable to such SEC Reportsthereunder. None of the such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time of their respective filingsfiled, contained contained, or, if to be filed in the future will contain, any untrue statement of a material fact fact, or omitted omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to consolidated balance sheets in or incorporated by reference into the Parent SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly presents or will fairly present the financial position of the Company entity or entities to which it relates as of its date, and each of the dates thereof related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Parent SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of its operations operations, retained earnings and cash flows flows, as the case may be, of the entity or entities to which it relates for the periods then ended period set forth therein (subject, subject in the case of unaudited interim statements, to normal year-end audit adjustments)) in each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein. As of the date hereof, the Company has, on a timely basis, made all filings required The consolidated financial statements included or to be made by included in the Company with Parent SEC Reports are hereinafter sometimes collectively referred to as the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company"Parent Financial Statements."

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed complied in all required material respects with the requirement to file all reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements of Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise the Prospectus and the Prospectus Supplement, in each case as amended or supersede earlier filed documentssupplemented prior to the Effective Date, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) Whether or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all not required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None SEC, so long as any Securities are outstanding, the Company will furnish the Holders of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact Securities: (i) all quarterly and annual financial information that would be required to be stated therein or necessary contained in order a filing with the SEC on Forms 10-Q and 10-K if the Company were required to make file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the statements therein, in light financial condition and results of the circumstances under which they were made, not misleading. All material contracts and other documents operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company's certified independent accounts; and (ii) all current reports that would be required to be filed as exhibits to with the SEC Reports have been filed as requiredon Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. The financial statements In addition, following the consummation of the Company included in exchange offer contemplated by the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and Registration Rights Agreement, whether or not required by the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company haswill file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, on a timely basisthe Company has agreed that, made all filings for so long as any Securities remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be made by delivered pursuant to Rule 144A(d)(4) under the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySecurities Act.

SEC Reports. The Common Stock (a) All registration statements, reports and definitive proxy statements required to be filed by Buyer with the Securities and Exchange Commission ("SEC") between January 1, 2002 and the date hereof (the "Buyer SEC Documents") have been so filed. As of the Company is registered pursuant time it was filed with the SEC (or, if amended or superseded by a filing prior to Section 12(bthe date of this Agreement, then on the date of such filing): (i) each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None thereto and (ii) none of the Buyer SEC Reports, at the time of their respective filings, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents . (b) As of the Company required to be time filed as exhibits to with the SEC Reports have been filed as required. The SEC, the financial statements of the Company included (including any related notes) contained in the Buyer SEC Reports Documents: (i) complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, have been (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Regulation SForm 10-X Q of the SEC or the regulations promulgated under the Exchange Act by the SEC) applied on a consistent basis during the periods involved and (except as may be indicated iii) fairly presented, in the notes thereto)all material respects, and fairly present the financial position of the Company Buyer and its consolidated subsidiaries, as of the respective dates thereof and the results of operations of Buyer and its operations and cash flows consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companycovered thereby.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents reports required to be filed by it with the SEC pursuant to the reporting requirements of under the Exchange Act, including material filed pursuant for the two years preceding the date hereof (or such shorter period as the Company was required by law to Section 13(afile such material) or 15(d) (all of the Exchange Act foregoing filed prior to the date hereof and filings all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being hereinafter referred to as the "“SEC Reports"Documents”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports Documents complied in all material respects as to form with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “Commission”) promulgated thereunder applicable to such SEC Reports. None hereunder, and none of the SEC ReportsDocuments, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts The Company has advised the Investor that a correct and other documents complete copy of each of the Company required SEC Documents (together with all exhibits and schedules thereto and as amended to be filed as exhibits to date) is available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, a website maintained by the Commission where the Investor may view the SEC Reports have been filed as requiredDocuments. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates Documents (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companyended.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) Hexcel has filed or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents required to be filed by it (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC pursuant to since December 31, 2016 (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“Hexcel SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Hexcel SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the Hexcel SEC Reports, and none of the Hexcel SEC Reports when filed and at the time of their respective filingseffective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be , except that information filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied or furnished as of their respective filing dates in all material respects with applicable accounting requirements and a later date (but before the published rules and regulations date of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECthis Agreement) applied on a consistent basis during the periods involved (except as may shall be indicated in the notes thereto), and fairly present the financial position of the Company deemed to modify information as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)an earlier date. As of the date hereofof this Agreement, there are no outstanding or unresolved comments received from the Company hasSEC with respect to any of the Hexcel SEC Reports, on a timely basisand, made all filings to the knowledge of Hexcel, none of the Hexcel SEC Reports is the subject of any outstanding SEC investigation. No Hexcel Subsidiary is required to be made by the Company file reports with the SEC and pursuant to the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares requirements of its Common Stock to be offered for sale for the account of any person other than the CompanyExchange Act.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company CBPO has timely filed or furnished, as the case may be, all required registration statements, proxy statements, reports, schedules, forms, statements, forms and other documents required to be filed or furnished by it with the with the SEC pursuant (all of the foregoing documents filed with or furnished to the reporting requirements of SEC and all exhibits included therein are referred to as the Exchange Act, including material filed pursuant to Section 13(a“CBPO SEC Reports”) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports2012. As of their respective filing dates, effective dates (in the case of the CBPO SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other CBPO SEC Reports), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, (i) each CBPO SEC Report complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, and the rules and regulations (ii) none of the such CBPO SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) CBPO has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). All Such disclosure controls and procedures are designed to ensure that material contracts information relating to CBPO, including its Subsidiaries, is made known to CBPO’s principal executive officer and other documents of principal financial officer by others within those entities, particularly during the Company periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the CBPO principal executive officer and principal financial officer to material information required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in CBPO’s periodic and current reports required under the SEC Reports complied as Exchange Act. For purposes of their respective filing dates this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. CBPO is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable accounting requirements to CBPO. (c) Since January 1, 2012, CBPO has been and is in compliance in all material respects with the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyNASDAQ.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) Parent has filed or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents required to be filed by it (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2018 (together with other documents that revise or supersede earlier filed documents, the "“Parent SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Parent SEC Reports and the Spinoff Filings complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Parent SEC Reports. None Reports and the Spinoff Filings, as applicable, and none of the Parent SEC Reports, Reports or the Spinoff Filings when filed and at the time of their respective filingseffective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be , except that information filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied or furnished as of their respective filing dates in all material respects with applicable accounting requirements and a later date (but before the published rules and regulations date of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECthis Agreement) applied on a consistent basis during the periods involved (except as may shall be indicated in the notes thereto), and fairly present the financial position of the Company deemed to modify information as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)an earlier date. As of the date hereofof this Agreement, there are no outstanding or unresolved comments received from the Company hasSEC with respect to any of the Parent SEC Reports, on a timely basisand, made all filings to the knowledge of Parent, none of the Parent SEC Reports is the subject of any outstanding SEC investigation. No Parent Subsidiary is required to be made by the Company file reports with the SEC and pursuant to the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares requirements of its Common Stock to be offered for sale for the account of any person other than the CompanyExchange Act.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934Parent has filed in a timely fashion all forms, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents registration statements required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a"Commission") or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 1995 (together with other documents that revise or supersede earlier filed documentscollectively, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the , except for any statement or omission in any SEC Reports have been filed as requiredReport which was corrected in a later SEC Report. The financial statements of the Company Parent included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during basis, present fairly in accordance with generally accepted accounting principles the periods involved (except as may be indicated consolidated financial position, results of operations and changes in the notes thereto), and fairly present the financial position of the Company company and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended indicated and conform in all material respects to all applicable requirements under the Securities Exchange Act of 1934 (subject, "Exchange Act"). Except as reflected in the case of unaudited statementsSEC Reports, to normal year-end audit adjustments). As the Parent as of the date hereofof such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any tax liabilities or under funded pension plans, and the Company hasParent does not have any knowledge of any basis for the existence of or the assertion against the Parent of any such liability, on a timely basis, made all filings required to be made by obligation or claim as of such date. The income of the Company with Parent as reflected in the SEC Reports consists solely of ordinary operating profits and the Company is eligible to file none of such income consists of (i) income from a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person source other than operations of the Companybusiness of the Parent and its Subsidiaries or (ii) a transaction outside the ordinary course of business of the Parent (whether or not such transaction would otherwise be considered extraordinary under GAAP).

SEC Reports. (a) The Common Stock of Company has heretofore filed with the Company is registered ----------- Securities and Exchange Commission (the "SEC") pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1995 (the "Form 10-K"). None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and under the rules and regulations of the SEC promulgated thereunder applicable to such ("SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Filings") contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, at the time and in light of the circumstances under which they were made, not misleading. All material contracts .Since December 31, 1995, the Company has timely filed with the SEC all SEC Filings and other documents all such SEC Filings complied with all applicable requirements of the Company required to be filed Securities Act of 1933, as exhibits to amended (the SEC Reports have been filed "Securities Act"), and the Exchange Act, as requiredapplicable and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements Form 10-K and the published rules and regulations of unaudited financial statements contained in the SEC with respect thereto, quarterly reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during throughout the periods involved (indicated therein and with each other, except as may be indicated therein or in the notes thereto), thereto and fairly present the financial position condition of the Company as of at the dates thereof and the results of its operations and statements of cash flows for the periods then ended (ended, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). As of the date hereofExcept as reflected in such financial statements, the Company hashas no material liabilities, on absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. (b) Since September 30, 1996, and except as previously disclosed to the Investor in writing there has been no: (i) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Form 10-K, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not reasonably expected to result in a timely basisMaterial Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, made all filings required which may be material); (ii) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be made material); (iii) waiver or compromise by the Company with of a material right or of a material debt owed to it; (iv) satisfaction or discharge of any lien, claim or encumbrance by the SEC Company, except in the ordinary course of business and which is not material to the business, properties or financial condition of the Company (as such business is eligible presently conducted); (v) material change to file a registration statement on Form S-3 material contract or arrangement by which the Company or any of its assets is bound or subject; (vi) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (vii) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to outstanding shares any of its Common Stock to be offered material properties or assets, except liens for sale for the account taxes not yet due or payable; or (viii) declaration, setting aside or payment or other distribution in respect of any person other than of the Company.'s capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, reports and other documents with the SEC required to be filed by it the Company since October 31, 2005 (such documents, together with any reports filed during such period by the Company with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentson a voluntary basis on Form 8-K, the "Company SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as of their respective filing dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, have been was prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereofof this Agreement, to the Company hasknowledge of the Company, on a timely basis, made all filings required to be made by the Company with there are no outstanding or unresolved comments received from the SEC and the Company is eligible to file a registration statement on Form S-3 staff with respect to outstanding shares the Company SEC Reports and none of its Common Stock to be offered for sale for the account Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial officer of the Company have made all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in any person other than the Companysuch certificates were complete and correct when made.

SEC Reports. The Common Stock of the Company is registered Issuer became a public company on February 16, 1995 pursuant to Section 12(b) or 12(g) of a registration statement on Form S-1 and simultaneously became a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and since such date Issuer has filed with the Company has timely filed Commission all required reports, schedules, forms, statements, and other documents SEC Reports required to be filed by it with under each of the SEC pursuant to the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to and the respective rules and regulations thereunder and except as set forth in Section 13(a) or 15(d) 3.12 of the Exchange Act and filings incorporated thereinDisclosure Schedule, since January 1, 2001 (together no SEC Report has been filed late with other documents that revise or supersede earlier filed documents, the "SEC Reports")Commission. The Company Issuer has delivered furnished or made available or will make available to the Investors Purchaser true and complete correct copies of the all SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None Commission thereunder, as the case may be, and none of the SEC Reports, at the time of their respective filings, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company Purchaser, including the notes thereto, included in the SEC Reports complied comply as of their respective filing dates to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECCommission rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and present fairly present the financial position of the Company as of Issuer at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustmentsadjustments which will not be material in amount or significance). As of There has been no change in the date hereof, Issuer's accounting policies except as described in the Company has, on a timely basis, made all filings required notes to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companysuch financial statements.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company Parent has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with Parent under the SEC pursuant to the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"”). The Company has delivered , and the SEC Reports were filed on a timely basis or made available received a valid extension of such time of filing and were filed prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of Parent has never been characterized as an issuer subject to Rule 144(i) under the Company required to be filed as exhibits to the SEC Reports have been filed as requiredSecurities Act. The financial statements of the Company Parent included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (exceptGAAP, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company Parent and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) From and after [ ], whether or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all not required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable Commission, so long as any Notes are outstanding, the Company will furnish to such SEC Reports. None the Trustee (who will furnish to the Holders of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact Notes upon request) (i) all quarterly and annual financial information that would be required to be stated therein or necessary contained in order a filing with the Commission on Forms 10-Q and 10-K if the Company were required to make file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the statements therein, in light financial condition and results of the circumstances under which they were made, not misleading. All material contracts and other documents operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed as exhibits to with the SEC Reports have been filed as required. The financial statements of Commission on Form 8-K if the Company included were required to file such reports, in each case within the time periods specified in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements Commission’s rules and regulations. In addition, from and after [ ], whether or not required by the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereofCommission, the Company haswill file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) In addition, on a timely basisthe Company agrees that, made for so long as any Notes remain outstanding, if at any time (x) the Commission does not accept the filings provided for in Section 4.08(a) above or (y) the filings provided for in Section 4.08(a) do not contain all filings of the information required to be made by delivered pursuant to Rule 144A(d)(4) under the Securities Act, it will furnish to the Trustee (who will furnish to the Holders of Notes upon request) and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will also comply with the SEC provisions of TIA Section 314(a). (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Company is eligible to file a registration statement on Form S-3 Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with respect to outstanding shares any of its Common Stock covenants hereunder (as to be offered for sale for which the account of any person other than the CompanyTrustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsthe Prospectus and the Prospectus Supplement, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of The Company has never been an issuer subject to Rule 144(i) under the Company required to be filed as exhibits to the SEC Reports have been filed as requiredSecurities Act. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of CSR has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Company is registered pursuant to Section 12(b) or 12(g) of Act and the Securities Exchange Act of 1934, as amended (the "“Exchange Act")”) since (and including) the 10-KSB filed on March 23, and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act2007, including material filed pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after March 23, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports. As Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of their respective filing datesthe date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “Commission”) promulgated thereunder applicable to such SEC Reports. None thereunder, as applicable, and none of the SEC Reports, at as of the time date of their respective filingsfiling, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock Buyer has filed all forms, reports, schedules, statements and documents required to be filed with the SEC since January 1, 2001 pursuant to the requirements of the Company is registered pursuant to Section 12(b) or 12(g) of Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), and the Company has timely filed all required rules and regulations promulgated thereunder. All forms, reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentscollectively, the "SEC ReportsREPORTS"). The Company has delivered or made available to the Investors true ) have been prepared and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied filed on a timely basis in all material respects accordance with the applicable requirements of the Securities Act and the Exchange Act, and the all rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reportsthereunder, and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of their respective filings, contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of The balance sheets (including the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company related notes) included in the SEC Reports complied as of their respective filing dates are complete and correct in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company Buyer as of the respective dates thereof thereof, and the other related statements (including the related notes) included therein are complete and correct in all material respects and fairly present the results of its operations and cash flows of Buyer for the respective fiscal periods then ended (subjectset forth therein in accordance with GAAP applied on a consistent basis, except in the case of unaudited statements, to interim financial statements for normal yearrecurring and certain non-end recurring audit adjustments). As adjustments necessary for a fair presentation of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC financial position and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares operating results of its Common Stock to be offered for sale Buyer for the account interim periods which will not be materially adverse and for the omission of any person other than the Companyfootnotes to said interim financial statements that would be required by GAAP.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, reports and other documents with the SEC required to be filed by it the Company since 1986 (such documents, together with any reports filed during such period by the Company with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentson a voluntary basis on Form 8-K, the "“Company SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents Each of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as of their respective filing dates to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, have been was prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereofof this Agreement, to the Company hasknowledge of the Company, on a timely basis, made all filings required to be made by the Company with there are no outstanding or unresolved comments received from the SEC and the Company is eligible to file a registration statement on Form S-3 staff with respect to outstanding shares the Company SEC Reports and none of its Common Stock to be offered for sale for the account Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial officer of the Company have made all certifications required by Section 302 and Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in any person other than the Companysuch certificates were complete and correct when made.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934Since January 1, as amended (the "Exchange Act")2014, and the Company Parent has timely filed all required reports, schedules, forms, statements, exhibits and other documents filings, together with any amendments required to be filed by made with respect thereto, that it has been required to file with the SEC pursuant to the reporting requirements of the Exchange ActAct (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act all exhibits and filings schedules thereto and documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of the respective dates of their respective filing dateswith the SEC, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None under the Exchange Act, and none of the SEC Reports, at as of the time respective dates of their respective filingsfiling with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (b) The financial statements of the Company included and notes contained or incorporated by reference in the SEC Reports complied as of their respective filing dates (the “Parent Financials”), fairly present in all material respects with applicable accounting requirements the consolidated financial position of Parent as of the dates thereof and the published rules consolidated results of Parent’s operations, changes in shareholders’ equity, and regulations of cash flows then ended and for the SEC with respect theretoperiods referred to in such financial statements, have been prepared all in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECi) Applicable Accounting Standards applied on a consistent basis during throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto), thereto and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, omission of notes and audit adjustments in the case of unaudited statementsquarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, to normal year-end audit adjustmentsas applicable). As Parent is in compliance in all material respects with the applicable listing requirements of the New York Stock Exchange and Parent has not received written notice from the New York Stock Exchange regarding any failure to so comply. (c) Except as and to the extent reflected or reserved against in the Parent Financials, as of the date hereofof such Parent Financials, Parent had not incurred any Liabilities or obligations of the Company has, on a timely basis, made all filings type required to be made by reflected on a balance sheet in accordance with Applicable Accounting Standards that was not adequately reflected or reserved on or provided for in the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanyParent Financials.

SEC Reports. The Common Stock of (i) Shine has delivered to the Company is registered pursuant to Section 12(bSellers, or there have been available by public means, (a) or 12(gthe Shine Financial Statements, (b) of the Securities Exchange Act of 1934, as amended Shine’s S-1 Registration Statement (the "Exchange Act"“Registration Statement”), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant as of September 20, 2005, Registration No. 333-127093 relating to its initial public offering of securities and (c) all other reports filed by Shine under the reporting requirements of Securities and Exchange Act (the “Exchange Act”) (all of such reports, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act together with any amendments thereto and filings documents incorporated by reference therein, since January 1are referred to herein as the “SEC Reports”). (ii) As of its filing date or, 2001 (together with other documents that revise or supersede earlier filed documentsif applicable, its effective date, the "Shine Financial Statements, Registration Statement and each SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports Report complied in all material respects with the requirements of the laws applicable to Shine, including the Securities Act and the Exchange Act. (iii) The Registration Statement and each SEC Report, as of its respective filing dates and the rules and regulations as of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reportsits effective date, at the time of their respective filings, contained did not contain any untrue statement of a material fact or omitted 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. All material contracts and other documents of Shine has filed all reports under the Company Exchange Act that were required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, and Shine and, to the Company hasextent applicable, on a timely basisBuyer, made will have filed all filings such reports required to be made by have been filed under the Company Exchange Act through the Closing, and Shine has otherwise materially complied with, and Shine and Buyer will comply and maintain compliance with all requirements of the SEC Securities Act and the Company is eligible Exchange Act up to file a registration statement on Form S-3 with respect to outstanding shares the date of its Common Stock to be offered for sale for the account of any person other than the CompanyClosing.

SEC Reports. The Common Stock (a) Buyer has filed all required forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) with the SEC since December 31, 2001 (collectively, the "Buyer SEC Reports"). As of their respective dates, or, if amended, as of the Company is registered pursuant to Section 12(bdate of the last such amendment, each Buyer SEC Report, (a) or 12(g) complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Reports. None Reports and (b) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the SEC Reportstime they are filed, at the time of their respective filings, contained contain any untrue statement of a material fact or omitted 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. All material contracts and other documents Each of the Company required to be filed as exhibits to consolidated financial statements included in or incorporated by reference into the Buyer SEC Reports have been filed as required. The (including the related notes and schedules) were, and in the case of such consolidated financial statements of filed after the Company included date hereof will be, prepared in the SEC Reports complied as of their respective filing dates in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present presents in all material respects the consolidated financial position of the Company Buyer and its Subsidiaries as of its date, and each of the dates thereof consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of its operations and cash flows flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). As , in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (b) There is no investigation by the SEC pending, or, to the Knowledge of the date hereofBuyer, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 threatened with respect to outstanding shares any Buyer SEC Report. None of its Common Stock the Buyer SEC Reports are the subject of open, unresolved comments from the SEC. To the Knowledge of Buyer, there is no material unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to be offered for sale for the account of any person other than the CompanyBuyer SEC Reports.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with under the SEC pursuant to the reporting requirements of Securities Act and the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act Act, for the one-year period preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true expiration of any such extension. Except to the extent of any subsequent correction filed prior to the date hereof (and complete copies a copy of which has been heretofore provided to the SEC Reports. As Purchasers), as of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Reports. None thereunder, and none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports Reports, as subsequently amended and restated (provided such amendments, if any, have been heretofore provided to the Subscribers), complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of Since August 1, 2009, Purchaser has filed with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange Act"), and the Company has timely filed “SEC”) all required reports, schedules, forms, statements, amendments and other documents required to be filed by it with the SEC pursuant to the reporting requirements of under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of ), or the Exchange Securities Act and filings incorporated therein, since January 1, 2001 thereof (together with other documents that revise or supersede earlier filed documentscollectively, the "“SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, or, if amended, as of the date of such amendment, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act and Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time As of their respective filingsdates, contained or, if amended, as of the date of such amendment, the SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of (including the Company related notes) included in the SEC Reports complied comply as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Regulation SForm 10-X promulgated by Q of the SEC) applied on a basis consistent basis with the historical practices of Purchaser 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 Purchaser and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes otherwise required under GAAP). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with Purchaser does not have pending before the SEC and any request for confidential treatment of information. Purchaser is not an issuer identified in Rule 144(i)(1) under the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySecurities Act.

SEC Reports. (a) The Common Stock of Company has filed with the Company is registered SEC, among other reports (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and 1998 as filed with the United States Securities and Exchange Commission (the "SEC"), (ii) all other documents filed with the SEC (pursuant to Section 12(b13, 14(a) or 12(gand 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, Canadian securities regulatory authorities since January 1, 2001 1996 and (together iii) all registration statements filed with the SEC since January 1, 1996, which are all the documents (other documents than preliminary material) that revise the Company filed or supersede earlier filed documents, was required to file with the SEC or the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to herein collectively as the "SEC Reports"). The Company has delivered or made available Except to the Investors true and complete copies of extent they may have been subsequently amended or otherwise modified prior to the SEC Reports. As date hereof by subsequent reporting or filings, as of their respective filing dates, the SEC Reports (as the same may have been amended or otherwise modified) complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act") or the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reportsreports and registration statements. None of Except to the SEC Reportsextent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, at the time as of their respective filingsdates, contained the SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. . (b) The audited consolidated financial statements as at and for the period ended December 31, 1998 of the Company included in the SEC Reports complied (the "1998 Financial Statements") comply as of their respective filing dates to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto, . The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles (except, in the case United States of unaudited statements, as permitted by Regulation S-X promulgated by the SECAmerica ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and fairly (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of its their operations and cash flows for the periods then ended and (subjectiii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (c) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements of the Company as at and for all periods commencing on or after January 1, 1999 included in the SEC Reports comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports: (i) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto); (ii) present fairly, in all material respects, the case financial position of unaudited statements, the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments). As adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder; and (iii) are in all material respects in agreement with the books and records of the date hereofCompany and its subsidiaries. (d) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company hasand its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries, on accounting system or records, or access thereto, is under the control of a timely basis, made all filings required to be made by Person who is not an employee of the Company or such subsidiary. (e) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the SEC United States in the most recently completed fiscal year, and as of September 30, 1999 owned, either directly or indirectly, assets in the Company is eligible to file a registration statement on Form S-3 United States with respect to outstanding shares an aggregate book value of its Common Stock to be offered for sale for the account of any person other less than the Company$15,000,000.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934Since before January 1, as amended (the "Exchange Act")2010, and the Company Borrower has timely filed all required reports, schedules, forms, statements, and statements or other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of Company under the Exchange Act (the foregoing materials filed during such period, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available received a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reports. As any such extension; as of their respective filing or amendment dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission (“SEC”) promulgated thereunder applicable to such SEC Reports. None thereunder. (b) Each of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the financial statements therein(including, in light of the circumstances under which they were madeeach case, not misleading. All material contracts any notes and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company schedules thereto) included (or incorporated by reference) in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto, have been “Borrower Financials”) (i) was prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectthereto 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 (ii) fairly presents in all material respects the financial position, results of operations, cash flows and changes in stockholders’ equity of Borrower and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (except that the unaudited statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments). As , none of which are or are expected to be material in nature or amount) all in accordance with GAAP and in all material respects in accordance with the date hereof, applicable rules and regulations promulgated by the Company hasSEC. (c) Borrower, on a timely basisconsolidated basis with its Subsidiaries, made all filings required to be made by has no liabilities, other than (i) liabilities reflected on the Company audited balance sheet of Borrower as of December 31, 2014, as included in its Form 10-K as filed with the SEC on March 31, 2015 (the “Company Reference Balance Sheet”) (or disclosed in the notes thereto) or reflected on balance sheets contained in SEC Reports filed for the Company’s first fiscal quarter during the year ending December 31, 2015, (ii) liabilities incurred subsequent to the date of the Company Reference Balance Sheet in the ordinary course of the business of the Company and its subsidiaries, (iii) liabilities incurred in connection with or as permitted or contemplated by this Agreement; and (iv) liabilities that would not be reasonably expected to have a Material Adverse Effect. (d) Borrower (i) has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 promulgated under the Exchange Act) designed to ensure that material information relating to Borrower is made known to the Chief Executive Officer and Chief Financial Officer and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Borrower’s outside auditors and the Company is eligible audit committee of Borrower (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to file adversely affect Borrower’s or any of its Subsidiaries’ 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 registration statement significant role in the Borrower’s or any of its Subsidiaries’ internal controls over financial reporting. To the knowledge of the Company, after due inquiry, since January 1, 2011, none of Borrower nor any of its Subsidiaries has suffered, discovered or been informed of any material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), except as disclosed in the report on Form S-3 with respect 10-Q of the Borrower for the quarter ended March 31, 2015. (e) Since January 1, 2011, to outstanding shares the Company’s knowledge, after due inquiry, neither Borrower, its Subsidiaries, nor any director, officer, employee, auditor, accountant or representative of Borrower or any of its Common Stock to be offered for sale for the account Subsidiaries, has received or otherwise had or obtained knowledge of any person other than material complaint, allegation, assertion or claim, whether written or oral, regarding the Companyaccounting or auditing practices, procedures, methodologies or methods of the Borrower or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Borrower or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(a) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company TowerCo Parent has timely filed all required reports, schedules, material forms, statementsreports and documents, and other documents together with any required amendments thereto, required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Actsince December 31, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 1999 (together with other documents that revise or supersede earlier filed documentscollectively, the "SEC ReportsDocuments"). The Company TowerCo Parent has delivered or made available to the Investors true SBCW true, correct and complete copies of each of the SEC ReportsDocuments (other than preliminary registration and proxy statements and registration statements on Forms S8). As of their respective filing datesThe SEC Documents (i) were prepared, the SEC Reports complied in all material respects respects, in accordance with the requirements of the Securities Act and of 1933 or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reportsthereunder, and (ii) did not at the time of their respective filings, contained they were filed contain any untrue statement of a material fact or omitted 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. All material contracts and No Affiliate controlled by TowerCo Parent is required to file any form, report or other documents document with the SEC. Each of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports complied Documents (i) was prepared from the books of account and other financial records of TowerCo Parent and its consolidated subsidiaries, (ii) complies as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been and was prepared in accordance with generally accepted accounting principles principals applied on a consistent basis throughout the periods indicated (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X promulgated by Form 10Q of the SEC) applied on a consistent basis during and (iii) presented fairly, in all material respects, the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of TowerCo Parent and its consolidated subsidiaries as at the Company as of the respective dates thereof and the results of its their operations and their cash flows for the respective periods then ended indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were not and are not expected, individually or in the aggregate, to have a material adverse effect on the assets, liabilities, financial condition, results of operation or business of TowerCo Parent). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. The Common Stock of the Company is registered pursuant has filed all reports, schedules, forms, statements and other documents required to Section 12(b) or 12(g) of be filed by it under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed without limitation pursuant to Section 13(a) or 15(d) thereof, since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 Form 10-K”) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2014 Form 10-K, and all other reports of the Company filed with the SEC pursuant to the Exchange Act from the filing date of the 2014 Form 10-K through the date of this Agreement (including the exhibits and filings schedules thereto and documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports ”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, and if amended or superseded by a filing prior to the rules and regulations date hereof, on the date of such filing), each SEC Report filed pursuant to the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Exchange Act did not contain any untrue statement of a material fact or omitted 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. All material contracts and other documents As of their respective dates, the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto), or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(bParent (i) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed or furnished all required reports, schedulesregistration statements, formsproxy statements, statementsprospectuses, and other documents materials, together with any amendments required to be filed by made with respect thereto, that it was required to file with or furnish to the SEC Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) Securities Act or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with 2017, and all such reports, registration statements, proxy statements, prospectuses, other documents that revise or supersede earlier filed documentsmaterials, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the requirements of SEC by the Parent pursuant to the Securities Act and or the Exchange ActAct since January 1, 2017 and prior to the rules and regulations date of this Agreement (the SEC promulgated thereunder applicable to such “Parent SEC Reports”) is publicly available. None of the No Parent SEC ReportsReport, at the time filed, furnished, or communicated (and, in the case of their respective filingsregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any Parent SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. All material contracts and other documents As of their respective dates, all of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the Parent SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position . No executive officer of the Company as Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal yearS▇▇▇▇▇▇▇-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company▇▇▇▇▇ Act.

SEC Reports. The Common Stock Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by the Borrower under the U.S. Securities Act of 1933, as amended (the Company is registered pursuant to Section 12(b“Securities Act”) or 12(g) of and the Securities U.S. Exchange Act of 1934, as amended (the "“Exchange Act"”), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of thereof (the Exchange Act foregoing materials filed prior to the date hereof, including the exhibits thereto and filings documents incorporated by reference therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, being collectively referred to herein as the "“SEC Reports"). The Company ”) on a timely basis or has delivered or made available qualified for a valid extension of such time of filing and has filed any such SEC Reports prior to the Investors true and complete copies expiration of the SEC Reportsany such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None none of the SEC Reports, at the time of their respective filingswhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material contracts The Borrower is not currently, and other documents has never been, an issuer subject to paragraph (i) of the Company required to be filed as exhibits to the SEC Reports have been filed as requiredRule 144. The financial statements of the Company Borrower included in the SEC Reports complied as of their respective filing dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, International Financial Reporting Standards as permitted by Regulation S-X promulgated issued by the SEC) International Accounting Standards Board applied on a consistent basis during the periods involved (“IFRS”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company Borrower and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). As The Borrower is not aware of the date hereof, the Company has, on a any reason why it will not be able to timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement its Annual Report on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale 20-F for the account of any person other than the Companyfiscal year ended December 31, 2023.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, statements and other documents required to be filed by it with the SEC pursuant since January 1, 2004 (collectively, the “Company SEC Reports”), all of which, at the time of filing thereof (except as and to the reporting extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documentsSecurities Act, the "SEC Reports"). The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing datesdates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, in the case of Company SEC Reports complied filed prior to the date hereof, or prior to the Effective Time, in all material respects with the requirements case of subsequently-filed Company SEC Reports), none of the Securities Act and the Exchange Act, and the rules and regulations of the Company SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, Reports at the time of their respective filingsfiling contained, contained nor will any report, schedule, form, statement or other document filed by the Company after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will 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. All material contracts and other documents Each of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The consolidated financial statements of the Company included or incorporated by reference in the Company SEC Reports complied as of their respective filing dates complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been been, or will be if filed after the date hereof, prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SECapplicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal year-end audit normal, recurring adjustments, none of which are material). As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) There are no liabilities of the Company has, on a timely basis, made all filings required to be made by or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the audited balance sheet (or disclosed in the notes thereto) in the most recent consolidated financial statements of the Company included in the Company SEC Reports filed prior to the date hereof (the “Balance Sheet”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the SEC transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company is eligible Board (A) 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) which are reasonably likely to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting. (d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief 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 SOX when next due.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed or furnished, as applicable, with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all required reports, schedulesregistration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC pursuant to the reporting requirements of the Exchange Actsince December 31, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2013 (together with other documents that revise or supersede earlier filed documentscollectively, the "“Company SEC Reports"”). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”)) and as of their respective filing dates (in the case of all other applicable Company SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each of the Company SEC Reports (a) complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, and the applicable rules and regulations of promulgated thereunder, as the SEC promulgated thereunder case may be, applicable to such Company SEC Reports. None Reports and (b) were prepared in all material respects in accordance with the applicable requirements of the SEC ReportsSecurities Act, at the time Exchange Act and other applicable Law, each as in effect on the date so filed. As of their respective filingsfiling dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. All material contracts and other documents There are no outstanding or unresolved comments in comment letters received from the SEC or its staff and, to the Knowledge of the Company, none of the Company required to be filed as exhibits to the SEC Reports have is the subject of ongoing SEC review. There has been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all no material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with correspondence between the SEC and the Company since December 31, 2013 that is eligible not set forth in the Company SEC Reports or included on the SEC’s ▇▇▇▇▇ website or that has not otherwise been disclosed to Parent prior to the date hereof. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file a registration statement on Form S-3 any periodic forms, reports, schedules, statements or other documents with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the CompanySEC.

SEC Reports. (a) The Common Stock of the Company is registered pursuant to Section 12(bParent (i) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed or furnished all required reports, schedulesregistration statements, formsproxy statements, statementsprospectuses, and other documents materials, together with any amendments required to be filed by made with respect thereto, that it was required to file with or furnish to the SEC Commission pursuant to the reporting requirements of Securities Act or the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated thereinall such reports, since January 1registration statements, 2001 (together with proxy statements, prospectuses, other documents that revise or supersede earlier filed documentsmaterials, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the requirements of SEC by the Parent pursuant to the Securities Act and or the Exchange Act, Act and prior to the rules and regulations date of this Agreement (the SEC promulgated thereunder applicable to such “Parent SEC Reports”) is publicly available. None of the No Parent SEC ReportsReport, at the time filed, furnished, or communicated (and, in the case of their respective filingsregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any Parent SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. All material contracts and other documents As of their respective dates, all of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the Parent SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position . No executive officer of the Company as Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal yearS▇▇▇▇▇▇▇-end audit adjustments). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company▇▇▇▇▇ Act.

SEC Reports. The Common Stock As of their respective dates, all reports and other filings filed by Buyer Parent with the Company is registered SEC pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a”) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 2012 (together with such reports and other documents that revise or supersede earlier filed documents, filings collectively referred to herein as the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities “Exchange Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained Filings”) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The audited consolidated financial statements of the Company Buyer Parent included in the SEC Reports complied Exchange Act Filings (a) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and (b) present fairly in all material respects the financial position of Buyer Parent and its consolidated subsidiaries as at the dates thereof and the results of their respective filing dates operations and cash flows, for the periods then ended. The unaudited financial statements included Table of Contents in the Exchange Act Filings comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been ; and such unaudited financial statements were prepared in accordance with generally accepted accounting principles (exceptGAAP, in except as otherwise permitted under the case of unaudited statementsExchange Act and the rules and regulations thereunder, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto), and present fairly present in all material respects the financial position of the Company Buyer Parent and its consolidated subsidiaries as of at the dates thereof and the results of its their operations and cash flows (or changes in financial condition) for the periods then ended (subjectended, in the case of unaudited statements, subject to normal year-end audit adjustments). As of adjustments and any other adjustments described therein or in the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Companynotes or schedules thereto.

SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b(i) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company PWOD has timely filed all required reports, schedules, forms, registration statements, proxy statements and other documents materials, together with any amendments required to be filed by made with respect thereto, that it was required to file with the SEC pursuant to the reporting requirements of the Exchange ActSEC, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated thereinall such reports, since January 1registration statements, 2001 (together with proxy statements, other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true materials and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports amendments have complied in all material respects with all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the requirements of SEC by PWOD pursuant to the Securities Act and or the Exchange ActAct since December 31, 2021 and prior to the rules and regulations date of this Agreement (the SEC promulgated thereunder applicable to such “PWOD’s SEC Reports”) is publicly available. None of the No such PWOD’s SEC ReportsReport, at the time filed, furnished or communicated (and, in the case of their respective filingsregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any of PWOD’s SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. All material contracts and other documents of the Company required to be , except that information filed as exhibits of a later date (but before the date of this Agreement) shall be deemed to the SEC Reports have been filed modify information as requiredof an earlier date. The financial statements As of the Company included in the their respective dates, all PWOD’s SEC Reports complied as of their respective filing dates to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . No executive officer of PWOD has failed in accordance with generally accepted accounting principles (except, in any respect to make the case certifications required of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position him or her under Section 302 or 906 of the Company as Sarbanes-Oxley Act of 2002 (the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year“Sarbanes-end audit adjustmentsOxley Act”). As of the date hereof, the Company has, on a timely basis, made all filings required to be made there are no outstanding comments from or unresolved issues raised by the Company with the SEC and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares any of its Common Stock to be offered for sale for the account of any person other than the CompanyPWOD’s SEC Reports.