Common use of SEC Reports Clause in Contracts

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX has furnished Whether or made available not BZ Holdings is subject to PHMD complete and accurate copies, as amended or supplemented, the reporting requirements of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a15(d) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects BZ Holdings will file with the SEC (subject to the next sentence), and within 10 days after such filing provide the Trustee with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, BZ Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the rules Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings’ Subsidiaries are Unrestricted Subsidiaries, the quarterly and regulations thereunder when filed. As annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the date hereoffinancial statements or in the footnotes thereto, there are no outstanding or unresolved comments and in comment letters received “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the staff financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, (ii) Parent, the Issuers and each Note Guarantor comply with respect to any such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the DSKX SEC Reports. As Notes and to prospective investors, upon the requests of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not containsuch Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements determinable from information contained therein, in light including the Issuers’ compliance with any of their covenants hereunder (as to which the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries Trustee is required entitled to file or furnish any forms, reports or other documents with the SECrely exclusively on Officers’ Certificates).

SEC Reports. DSKX Purchaser Parent has furnished or filed and made available to PHMD complete Seller via XXXXX all forms, reports and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under other documents publicly filed by Purchaser Parent with the Securities Act, and (b) all reports required to be filed Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (iincluding those that Purchaser Parent may file after the date hereof and prior to the Closing Date) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Purchaser Parent SEC Reports”). .” The DSKX Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or were filed on a timely basis, (cb) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereofSecurities and Exchange Commission thereunder and (c) did not, there are no outstanding at the time they were filed (except to the extent corrected or unresolved comments superseded by a subsequent Purchaser Parent SEC Report), (i) in comment letters received from the staff case of the SEC with respect to any of the DSKX SEC Reports. As of their respective datesregistration statement, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the DSKX Subsidiaries is required Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to file normal year-end audit adjustments or furnish any formsotherwise as permitted by Form 10-Q of the Securities and Exchange Commission), reports or other documents with and (z) fairly present (subject in the SECcase of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements It has timely filed with the SEC (including following any extensions of time for registering securities filing provided by Rule 12b-25 promulgated under the Securities Exchange Act, and (b) all reports forms, reports, schedules, statements and other documents required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed by it with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and any documents or information furnished to the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly SEC on a voluntary basis on Current Reports on Form 108-Q for the quarterly periods ended September 30K, 2015in each case since January 1, 2012 (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as collectively, the “DSKX SEC Reports”). The DSKX Its SEC Reports constitute all of the documents required to be Reports, as filed with or furnished by DSKX with to the SEC, including under Section 13 or subsections : (ai) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant as to form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder when filed. As (the “Securities Act”) or the Exchange Act; (ii) were prepared in all material respects in accordance with the respective requirements of the date hereofSecurities Act, there are no outstanding the Exchange Act and other applicable Laws; and (iii) did not, at the time they were filed, or unresolved comments in comment letters received from if amended or restated, at the staff time of the SEC with respect to any of the DSKX SEC Reports. As of such later amendment or restatement, and at their respective effective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None of the DSKX its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish any forms, reports reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the date of the last such amendment, its SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to its SEC Reports. As of the date hereof, to its Knowledge, none of its SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review.

SEC Reports. DSKX PHMD has furnished or made available to PHMD DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, “Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX PHMD under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX PHMD SEC Reports”). The DSKX PHMD SEC Reports constitute all of the documents required to be filed or furnished by DSKX PHMD with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX PHMD SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX PHMD SEC Reports. As of their respective dates, the DSKX PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Radiancy Foreign Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX Litronic has furnished or made available to PHMD BIZ or its counsel correct and complete copies of each report, schedule, registration statement and accurate copiesdefinitive proxy statement filed by Litronic with the SEC on or after June 11, as amended or supplemented1999 ("Litronic SEC Documents"), of its which are all the documents (aother than preliminary material) Registration Statements for registering securities under the Securities Act, and (b) all reports that Litronic was required to be file with the SEC on or after that date. In addition, Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed under prior to the Exchange Act, including date hereof which are (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 requested by BIZ and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for are not available in complete form through EDGXX ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the quarterly periods ended September 30Effective Time. As of their respective dates or, 2015in the case of registration statements, their effective dates (iii) all other reports filed or if amended or superseded by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred a filing prior to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with , then on the requirements date of such filing), none of the Exchange Act Litronic SEC Documents (including all exhibits and the rules schedules thereto and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or documents incorporated by reference therein, did not contain, and they currently do not contain, ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , and the Litronic SEC Documents complied when filed in all material respects with the then applicable requirements of the DSKX Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. Litronic has filed all documents and agreements that were required to be filed as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Litronic nor any of the Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to file or furnish any forms, reports or other documents be filed with the SECSEC that have not yet been filed with any Litronic SEC Documents.

SEC Reports. DSKX The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015March 31, (iii) all other reports filed by DSKX the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Parent SEC Reports”). The DSKX Parent SEC Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX Parent SEC Reports. As of their respective dates, the DSKX Parent SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX (i) Limestone has furnished or made available to PHMD complete timely filed all reports, registration statements, proxy statements and accurate copiesother materials, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports together with any amendments required to be filed under the Exchange Actmade with respect thereto, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed that it was required to file with the SEC, which contained audited balance sheets of DSKX as of December 31and all such reports, 2014 registration statements, proxy statements, other materials and 2013amendments have complied in all material respects with all legal requirements relating thereto, and the related statements of operation, changes has paid all fees and assessments due and payable in shareholders’ equity and cash flows for the years then ended; connection therewith. (ii) Quarterly Reports on Form 10-Q for An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the quarterly periods ended September 30, 2015, (iii) all other reports filed SEC by DSKX under Section 13 Limestone pursuant to the Securities Act or subsections (a) or (iv) of Section 14 of the Exchange Act with prior to the SEC date of this Agreement (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Limestone’s SEC Reports”)) is publicly available. The DSKX No such Limestone’s SEC Reports constitute all Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the documents relevant meetings, respectively), and considering all amendments to any of Limestone’s SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be filed stated therein or furnished by DSKX with necessary in order to make the SECstatements made therein, including under Section 13 or subsections (a) or (c) of Section 14 in light of the Exchange Actcircumstances in which they were made, through 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. The DSKX As of their respective dates, all Limestone’s SEC Reports have complied and remain compliant as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations thereunder when filedof the SEC with respect thereto. No executive officer of Limestone has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of the date hereof, there are no outstanding comments from or unresolved comments in comment letters received from the staff of issues raised by the SEC with respect to any of the DSKX Limestone’s SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX The Company has furnished or made available to PHMD complete filed all forms, reports ----------- and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SECSEC since July 1, including under Section 13 or subsections 1991 (a) or (c) collectively, the "SEC Reports"), each of Section 14 of the Exchange Actwhich, through the date of this Agreement. The DSKX SEC Reports have as heretofore amended, has complied and remain compliant in all material respects with the all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filed. As of the date hereofAmerican Stock Exchange, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. Inc. As of their respective dates, and except as disclosed in an amendment to an SEC Report or in a subsequently filed SEC Report, none of the DSKX SEC Reports, including including, without limitation, any financial statements, statements or schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The audited consolidated financial statements and unaudited consolidated interim financial statements of the DSKX Subsidiaries is Company included in the SEC Reports were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be noted therein) and each fairly presents the consolidated financial position of the Company and its subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). Except as and to the extent set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 10-K"), or in its Quarterly Reports on Form 10-Q filed since that date, neither the Company nor any subsidiary has any liability or obligation of any nature whatsoever (whether due or to become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) that would be required by GAAP to file be reflected on a consolidated balance sheet (or furnish any formsin the applicable notes thereto) of the Company and its subsidiaries other than liabilities or obligations which arose in the ordinary course of business since such date and which do not or would not, reports individually or other documents with in the SECaggregate, have a Material Adverse Effect.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements On and after the Escrow Release Date, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon written request, the Holders, within the time periods specified in the SEC’s rules and regulations for registering securities under non-accelerated filers: (1) all quarterly and annual reports that would be required to be filed with the Securities ActSEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s XXXXX system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder, and it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC as a “non-accelerated filer.” (b) all Notwithstanding anything to the contrary, this Section 4.02 does not require the Issuer to comply with Rule 3-10 or Rule 3-16 of Regulation S-X (or any successor provision), or to provide separate financial statements of any Guarantor; provided that the Issuer will continue to provide qualitative information on non-Guarantor Subsidiaries substantially consistent with the information provided in the Offering Memorandum in the reports required to be filed under delivered pursuant to Section 4.02(a)(1) above. At any time that any of the Exchange Act, including Issuer’s Subsidiaries are Unrestricted Subsidiaries and the EBITDA of such Unrestricted Subsidiaries (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed determined in a manner consistent with the SECdefinition of EBITDA in this Indenture) account collectively for more than 1.0% of the Issuer’s corresponding consolidated amount, which contained audited balance sheets then the quarterly and annual financial information required by Section 4.02 (a) will include a reasonably detailed quantitative presentation, either on the face of DSKX as of December 31, 2014 and 2013the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or elsewhere in reports provided by the related statements Issuer pursuant to this covenant of operationthe financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) In addition, changes in shareholders’ equity at any time on and cash flows for after the years then ended; (ii) Quarterly Reports on Form 10-Q for Escrow Release Date when the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Issuer is not subject to the reporting requirements of Section 13 or subsections (a15(d) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date Issuer shall furnish to the Holders and to prospective investors, upon the requests of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not containsuch Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements determinable from information contained therein, in light including the Issuer’s compliance with any of its covenants hereunder (as to which the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required Trustee will be entitled to file or furnish any forms, reports or other documents with the SECrely exclusively on Officers’ Certificates).

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities ActSince January 1, 2011, Xxxx-Xxxxx has filed or furnished all forms, documents and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SECSEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, including under Section 13 or subsections (a) or (c) of Section 14 but excluding the Joint Proxy Statement and the Registration Statement, the “Xxxx-Xxxxx SEC Reports”). Each of the Exchange ActXxxx-Xxxxx SEC Reports, through in each case as of its filing date, or, if amended, as finally amended prior to the date of this Agreement. The DSKX hereof (with respect to those Xxxx-Xxxxx SEC Reports have filed prior to the date hereof), has complied and remain compliant as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, and regulations thereunder none of the Xxxx-Xxxxx SEC Reports, when filed. As of filed or, if amended, as finally amended prior to the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the DSKX Xxxx-Xxxxx Subsidiaries is are or ever have been required to file or furnish any forms, periodic reports or other documents with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Xxxx-Xxxxx SEC Reports. (b) Xxxx-Xxxxx has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and Xxxx-Xxxxx has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. Xxxx-Xxxxx has disclosed, based on its most recent evaluation prior to the date hereof, to Xxxx-Xxxxx’x auditors and the audit committee of the Xxxx-Xxxxx Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Xxxx-Xxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in Xxxx-Xxxxx’x internal controls over financial reporting. Since January 1, 2011, neither Xxxx-Xxxxx nor any of the Xxxx-Xxxxx Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Xxxx-Xxxxx or any Xxxx-Xxxxx Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that Xxxx-Xxxxx or any Xxxx-Xxxxx Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2011, subject to any applicable grace periods, Xxxx-Xxxxx has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had and would not reasonably be expected to have, a Xxxx-Xxxxx Material Adverse Effect.

SEC Reports. DSKX Acquiror has furnished or made available to PHMD complete filed on a timely basis all forms, reports, statements, certifications and accurate copiesother documents (including all exhibits, as amended or supplemented, of its (aamendments and supplements thereto) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act it with the SEC since January 1, 2017 (all such of the foregoing filings with the SEC are collectively referred to herein as forms, reports, statements, certificates and other documents filed since January 1, 2017, collectively, the “DSKX Acquiror SEC Reports”). The DSKX A true and complete copy of each Acquiror SEC Reports constitute all Report is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective dates of filing with the SEC (or, to the extent amended or superseded by a subsequent filing prior to the date hereof, as of the documents required date of such subsequent filing made prior to be filed or furnished by DSKX with the SECdate hereof), including under Section 13 or subsections (a) or (c) of Section 14 each of the Exchange ActAcquiror SEC Reports, through as amended prior to the date of this Agreement. The DSKX SEC Reports have , complied and remain compliant as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and other applicable Legal Requirement, each as in effect on the date of any such filing. (a) None of the Acquiror SEC Reports contained, when filedfiled (or, to the extent amended or superseded by a subsequent filing, as of the date of such subsequent filing), 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 were made, not misleading. As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Acquiror SEC Reports and, to the knowledge of Acquiror, none of the Acquiror SEC Reports is the subject of ongoing SEC review. Since September 28, 2016, Acquiror has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) Each of the financial statements included in (i) the Form 10-K, filed by Acquiror with the SEC on February 17, 2017 (as subsequently amended on April 28, 2017) or (ii) the Forms 10-Q filed by the Acquiror with the SEC on each of May 5, 2017, August 3, 2017 and October 31, 2017 (including the related notes, where applicable) fairly presented the consolidated financial position of Acquiror and its Subsidiaries and the results of the consolidated statements of operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of the unaudited financial statements, to normal recurring adjustments which were not or are not expected to be material in nature or amount). Each of such financial statements (including the related notes, where applicable), complied at the applicable time of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing) in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to any thereto and each of such financial statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except in the case of the DSKX SEC Reports. As unaudited financial statements for the absence of their respective dates, footnotes and normal adjustments as permitted by the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, rules and they currently do not contain, any untrue statement regulations of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (c) Since September 28, 2016, each of the chief executive officer of Acquiror and the chief financial officer of Acquiror (or each former chief executive officer of Acquiror and each former chief financial officer of Acquiror, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Acquiror SEC Reports.

SEC Reports. DSKX Buyer has furnished or made available to PHMD complete timely filed all forms, reports, schedules, statements and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX Buyer with the SECSEC since January 1, including 2021 (collectively, the “Buyer SEC Reports”) under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act, through together with any amendments, restatements or supplements thereto. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement. The DSKX , then on the date of such filing), each of the Buyer SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Securities Exchange Act and Act, including the rules and regulations thereunder when promulgated thereunder, and none of the Buyer SEC Reports at the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, contained any untrue statement of a material fact or 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. The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to any Buyer SEC Reports (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable legal requirements, and no current or former executive officer of Buyer has failed to make the Certifications required of him or her. Buyer has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Buyer, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC or Nasdaq with respect to any of the DSKX Buyer SEC Reports. To the Knowledge of Buyer, none of Buyer SEC Reports are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Buyer. As of their respective datesused in this Section 2.2(d), the DSKX SEC Reportsterm “file” shall be broadly construed to include any manner in which a document or information is furnished, including any financial statements, schedules supplied or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit otherwise made available to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31November 30, 2014 and 20132014, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December 31November 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (iib) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30February 28, 2014 and May 31, 2015, and (iiic) all other reports filed by DSKX the Parent under Section 13 or subsections (a) or (ivc) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC reports are collectively referred to herein as the “DSKX SEC Parent Reports”). The DSKX SEC Parent Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Parent Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Parent Reports. As of their respective dates, the DSKX SEC Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX Parent has furnished or made had access through publicly-available information to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) the Company’s Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 20132002, as filed with the SECSEC (the “Company 10-K”), which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports its quarterly reports on Form 10-Q for the quarterly periods quarters ended September March 31, 2003 and June 30, 20152003, as filed with the SEC (the “Company 10-Qs”), (iii) all other reports filed by DSKX under Section 13 proxy statements relating to the Company’s meetings of shareholders held or subsections (a) or to be held after December 31, 2002 and (iv) of Section 14 of all other documents filed by the Company with the SEC under the Exchange Act with or the SEC Securities Act since January 1, 2000 (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Company SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containsuch documents complied, and they currently do not containall documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None All Company SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by the Company under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the DSKX Subsidiaries Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Company Subsidiary is required to file or furnish any formsform, reports report or other documents document with the SEC. The certifications of the chief executive officer and chief financial officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to the Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. DSKX (a) The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the fiscal years year ended December October 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December October 31, 2014 2013 and 20132012, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (iib) Quarterly Reports on Form 10-Q for the quarterly periods ended September January 31, 2014 and 2013 and April 30, 20152014 and 2013, and (iiic) all other reports filed by DSKX the Parent under Section 13 or 13, subsections (a) or (ivc) of Section 14 14, or Section 15(d) of the Exchange Act with the SEC (such of the foregoing filings with the SEC reports are collectively referred to herein as the “DSKX SEC Parent Reports”). The DSKX SEC Parent Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Parent Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Parent Reports. As of their respective dates, the DSKX SEC Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (b) The Parent and each of its Subsidiaries has established and maintains a system of "internal controls over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Parent and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Parent, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Parent’s and its Subsidiaries' assets that could have a material effect on the Parent’s financial statements. (c) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Parent required under the Exchange Act with respect to such reports. The Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Board of Directors of the Parent and on Section 3.6(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (d) Each of the principal executive officer and the principal financial officer of the Parent (or each former principal executive officer and each former principal financial officer of the Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”) with respect to the Parent Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither the Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Parent or any of its Subsidiaries. The Parent is otherwise in compliance with all applicable provisions of the Sxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

SEC Reports. DSKX Seller has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (ior such shorter period as Seller was required by law to file such material) (the foregoing materials, together with the Seller’s Annual Reports Report on Form 10-K KSB for the fiscal years year ended December 31, 2014 2006, and 2013the Quarterly Report on Form 10-QSB for the quarter ended March 31, as 2007 and the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, and Seller’s definitive Proxy Statement, when filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are being collectively referred to herein as the “DSKX "SEC Reports”). The DSKX " and, together with the documents filed as exhibits to Seller's Registration Statement on Form SB-2, as amended, the "Disclosure Materials") on a timely basis or has received a valid extension pursuant to Rule 12b-25 under the Exchange Act of such time of filing and has filed any such SEC Reports constitute all prior to the expiration of any such extension. As of their respective dates, the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Securities Act of 1933, as amended, and the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any promulgated thereunder, and none of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statementswhen filed, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material agreements to which Seller is a party or to which the properties or assets of Seller are subject as of the DSKX date of the applicable SEC Report have been filed as exhibits to the SEC Reports. The financial statements of Seller included in the SEC Reports (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Seller and its consolidated subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as disclosed in the Disclosure Materials, since June 30, 2007, (a) there has been no event, occurrence or development that has had or that could reasonably be expected to have or result in a material adverse effect on the assets, business, operations, financial condition, liquidity or prospects of Seller and its Subsidiaries is taken as a whole or on the Business or the Acquired Assets ("Material Adverse Effect"), (b) Seller has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to file or furnish any forms, reports or other documents be disclosed in filings made with the SEC, (c) Seller has not altered its method of accounting or the identity of its auditors and (d) Seller has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Seller stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock.

SEC Reports. DSKX The Company has furnished or made had access through publicly-available information to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Parent’s Annual Reports Report on Form 10-K for the fiscal years year ended December 31March 30, 2014 and 20132003, as filed with the SECSEC (the “Parent 10-K”), which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports its quarterly report on Form 10-Q for the quarterly periods quarter ended September June 30, 20152003, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of shareholders held or to be held after April 1, 2003 and (iii) all other reports documents filed by DSKX Parent with the SEC under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with or the SEC Securities Act since April 1, 2000 (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Parent SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containsuch documents complied, and they currently do not containall documents filed by Parent with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except as set forth in Section 3.5 of the DSKX Subsidiaries Parent Disclosure Schedule, all Parent SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file or furnish any formsform, reports report or other documents document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to the Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. DSKX The Company has furnished or previously made available to PHMD Purchaser true and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the its fiscal years year ended December 31Xxxxx 00, 2014 and 20130000, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (iixx) Quarterly Reports Current Report on Form 108-Q for the quarterly periods ended September 30K dated June 6, 20152008, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or the Registration Statement on Form S-3 dated June 9, 2008, and (iv) of Section 14 of any other reports or registration statements filed by the Exchange Act Company with the SEC Securities and Exchange Commission (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Commission”) since March 31, 2008, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the “SEC Reports”). The DSKX As of their respective dates, the SEC Reports constitute all of the documents required complied as to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect Commission thereunder applicable to any of the DSKX such SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference thereinwhen read together with previously filed SEC Reports, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. None Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the DSKX Subsidiaries is required Company included in the SEC Reports comply as to file or furnish any forms, reports or other documents form in all material respects with applicable accounting requirements and with the SECpublished rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the period indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports, except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports. DSKX Since March 21, 2012, the Company has filed or furnished or made available to PHMD complete and accurate copies, (as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (bapplicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the Exchange Actdate hereof, including and, after the date of this Agreement and until the Appointment Time, the Company will timely file or furnish (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iiiapplicable) all other forms, reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act and documents with the SEC (such of the foregoing filings with the SEC that are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished (as applicable) by DSKX it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC, including under Section 13 SEC on or subsections (a) or (c) of Section 14 prior to the expiration date of the Exchange ActOffer that are not required to be so filed or furnished, through the “SEC Reports”). Each SEC Report complied or will comply, as the case may be, as of its filing date of this Agreement. The DSKX SEC Reports have complied and remain compliant as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations thereunder when Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was or will be filed. As True, correct and complete copies of all SEC Reports filed prior to the date hereof, there whether or not required under applicable Law, have been made available to Parent or are no outstanding or unresolved comments publicly available in comment letters received from the staff Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC with respect to any of the DSKX SEC ReportsSEC. As of their respective datesits filing date (or, if amended or superseded by a filing prior to the DSKX date of this Agreement, on the date of such amended or superseded filing), each SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Report did not contain, and they currently do will not contain, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the DSKX Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. DSKX The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports Report on Form 10-K for the fiscal years ended December 31, 2014 2014, and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, 2015 (iii) all other reports filed by DSKX the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Parent SEC Reports”). The DSKX Parent SEC Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX Parent SEC Reports. As of their respective dates, the DSKX Parent SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX DSH Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX Since January 1, 2011, the Company has filed or furnished or made available to PHMD complete and accurate copies, (as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (bapplicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the Exchange Actdate hereof, including and, after the date of this Agreement and until the Effective Time, the Company will timely file or furnish (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iiiapplicable) all other forms, reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act and documents with the SEC (such of the foregoing filings with the SEC that are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished (as applicable) by DSKX it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC, including under Section 13 SEC on or subsections (a) or (c) of Section 14 prior to the expiration date of the Exchange ActOffer that are not required to be so filed or furnished, through the “SEC Reports”). Each SEC Report complied or will comply, as the case may be, as of its filing date of this Agreement. The DSKX SEC Reports have complied and remain compliant as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations thereunder when Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was or will be filed. As True, correct and complete copies of all SEC Reports filed prior to the date hereof, there whether or not required under applicable Law, have been made available to Parent or are no outstanding or unresolved comments publicly available in comment letters received from the staff Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC with respect to any of the DSKX SEC ReportsSEC. As of their respective datesits filing date (or, if amended or superseded by a filing prior to the DSKX date of this Agreement, on the date of such amended or superseded filing), each SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Report did not contain, and they currently do will not contain, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2011, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC that (i) remain unresolved or (ii) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the DSKX Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. DSKX PHMD has furnished or made available to PHMD DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX PHMD under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX PHMD SEC Reports”). The DSKX PHMD SEC Reports constitute all of the documents required to be filed or furnished by DSKX PHMD with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX PHMD SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX PHMD SEC Reports. As of their respective dates, the DSKX PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Company Foreign Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, Except as amended or supplemented, set forth on Part 2.4 of its the Beacon Disclosure Schedule: (a) Registration Statements for registering securities under the Securities ActBeacon has on a timely basis filed all forms, reports and (b) all reports documents required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act it with the SEC since October 21, 2000 (such documents, as supplemented or amended since the time of the foregoing filings with the SEC are collectively referred to herein as filing, the “DSKX Beacon SEC Reports”). The DSKX Beacon SEC Reports constitute all (i) were or will be prepared in accordance with the requirements of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of Securities Act and the Exchange Act, through 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 Beacon SEC Reports has been revised, modified or superseded (prior to the date of this Agreement. The DSKX ) by a later filed Beacon SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference thereinReport, did not containat the time they were filed with the SEC, and or will not at the time they currently do not containare filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None As of the DSKX Subsidiaries date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Beacon SEC Reports. No Subsidiary of Beacon is or has been required to file or furnish any formsform, reports report, registration statement or other documents document with the SEC. Beacon maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Beacon and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Beacon’s filings with the SEC and other public disclosure documents. As used in this Section 2.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. Except for the periods as to which Beacon SEC Reports have not been delivered as noted on Part 2.4 of the Beacon Disclosure Schedule, with respect to Beacon’s Annual Report on Form 10-K for each fiscal year of Beacon beginning on or after June 30, 2001 and Beacon’s Quarterly Reports on Form 10-Q for each of the first three (3) fiscal quarters in each of such fiscal years of Beacon, all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certification statements were true and correct as of the date of the filing thereof. (b) Since October 1, 2010, neither Beacon nor any of its Subsidiaries or, to Beacon’s Knowledge, any Representative of Beacon 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 Beacon or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Beacon or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Except as set forth in the Beacon SEC Reports, through and including the period ending June 30, 2012, the Beacon Corporations have 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 GAAP, including, without limitation, that (i) 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. Beacon’s officers have evaluated the effectiveness of Beacon’s controls and procedures as of the date of filing of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Except as set forth in the Beacon SEC Reports, as of the Evaluation Date, (A) there had not been any changes in the Beacon Corporations’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Beacon Corporations’ internal control over financial reporting; and (B) all significant deficiencies and material weaknesses in the design or operation of the Beacon Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the Beacon Corporations’ ability to record, process, summarize and report financial information had been disclosed to Beacon’s outside auditors and the audit committee of Beacon’s board of directors. Since the Evaluation Date, there has not been any fraud, whether or not material, committed by Beacon’s management or other employees who have a significant role in the Beacon Corporations’ internal control over financial reporting.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for Since January 1, 1996, Central has timely filed all reports, registration statements, proxy statements or information statements and all other documents, together with any amendments required to be made thereto, required to be filed with the SEC under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") (collectively, the "Central Reports"). Central has not taken any actions or omitted to take any actions which would disqualify Central from registering its securities using Form S-3 under the Securities Act. Central has heretofore made available to Company true copies of all the Central Reports, and (b) together with all reports required to be filed under the Exchange Actexhibits thereto, including that Company has requested. Included in such Central Reports are (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited consolidated balance sheets of DSKX as of December 31Central and its subsidiaries at September 27, 2014 1997, September 28, 1996 and 2013September 30, 1995 and the related consolidated statements of operationincome, changes in shareholders’ stockholders' equity and cash flows for the years then ended; , and the notes thereto and (ii) Quarterly the unaudited consolidated balance sheets of Central and its subsidiaries at December 27, 1997 and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the periods then ended and the notes thereto. (b) All of the financial statements included in the Central Reports on fairly present the consolidated financial position of Central and its subsidiaries as of the dates mentioned and the consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended in conformity with generally accepted accounting principles (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereto or in the case of the unaudited statements, as may be permitted by Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect and subject, in the case of unaudited statements, to any of the DSKX SEC Reportsnormal, recurring audit adjustments). As of their respective dates, the DSKX Central Reports complied in all material respects with all applicable rules and regulations promulgated by the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in the Central Reports, including neither Central nor any financial statementssubsidiary of Central has any liabilities or obligations of any nature (whether accrued, schedules absolute, contingent or exhibits included otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of Central and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations which, individually or in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Central. (c) On or before the Effective Time, the registration statement relating to the Central Common Stock to be received by the Stockholders pursuant to this Agreement (the "Registration Statement") shall have been declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC. The Registration Statement as of its effective date complies on its face as to form in all material respects and is responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder. The information contained or incorporated by reference therein, in the Registration Statement did not contain, and they currently do not contain, contain any untrue statement statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has satisfied all requirements under the Securities Act and the Exchange Act and the respective rules and regulations of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents SEC thereunder in connection with the SECissuance of the shares of Central Common Stock pursuant to the Registration Statement.

SEC Reports. DSKX The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports Report on Form 10-K for the fiscal years ended December 31, 2014 2014, and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30Xxxxx 00, 2015, 0000 (iiixxx) all other reports filed by DSKX the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Parent SEC Reports”). The DSKX Parent SEC Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX Parent SEC Reports. As of their respective dates, the DSKX Parent SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX DSH Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX The Company has furnished or made available to PHMD complete filed all reports, schedules, forms, statements and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports other documents required to be filed by the Company under the Securities Act and the Exchange Act, including (ipursuant to Section 13(a) Annual Reports on Form 10-K or 15(d) thereof, for the fiscal three years ended December 31, 2014 and 2013, preceding the date hereof (or such shorter period as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; Company was required by law or regulation to file such material) (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with materials, including the SEC are exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “DSKX SEC Reports”). The DSKX ) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports constitute all prior to the expiration of any such extension. As of their respective dates, the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act of 2002 (and the rules regulations promulgated thereunder), as applicable, and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff none of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statementswhen filed, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the DSKX Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. As of the date hereof, (i) the Company is eligible to file a registration statement on Form S-3, (ii) none of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports and (iv) to the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. The Company has established and maintains, and at all times during the past three years has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. The Company is, and has been during the three years, in compliance in all material respects with the applicable listing requirements and corporate governance rules and regulations of the Nasdaq Stock Market (“Nasdaq”).

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities ActAll statements, reports, schedules, forms and other documents (bincluding exhibits and all information incorporated by reference) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports have been filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act Buyer with the SEC since January 1, 2019 (such the “Buyer SEC Documents”) have been so filed on a timely basis. A true and complete copy of each Buyer SEC Document is available on the foregoing filings with website maintained by the SEC are collectively referred at xxxx://xxx.xxx.xxx. As of their respective filing dates (or, if amended or superseded by a filing prior to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX , then on the date of such later filing), each of the Buyer SEC Reports have Documents complied and remain compliant in all material respects with the requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect promulgated thereunder applicable to any such Purchaser SEC Documents. None of the DSKX Buyer SEC Reports. As Documents, as of their respective filing dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent corrected by a subsequently filed Buyer SEC Document. During the period from January 1, 2019 through the Closing Date, Buyer has not received from the SEC any written comments with respect to any of the Buyer SEC Documents (including the financial statements included therein) that have not been resolved. (b) The consolidated financial statements of Buyer, including the notes thereto, included in the Buyer SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in light the case of unaudited financial statements, except as permitted under Form 10-Q or Form 8-K or any successor thereto, under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as of the circumstances under which they respective dates thereof and the consolidated results of Buyer’s operations and cash flows for the periods indicated (except that unaudited financial statements may not include all the footnotes required by GAAP for audited financials and were madeor are subject to normal and recurring year-end adjustments that are not material, not misleading. None individually or in the aggregate). (c) The audited balance sheet of Buyer dated as of March 31, 2021 contained in the Buyer SEC Documents filed prior to the date hereof is hereinafter referred to as the “Buyer Balance Sheet.” Neither Buyer nor any of its subsidiaries has any Liabilities, whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, known or unknown, regardless of when asserted, except Liabilities or obligations: (i) stated or adequately reserved against in the Buyer Balance Sheet; (ii) incurred in the ordinary course of business consistent with past practice since the date of the DSKX Subsidiaries is Buyer Balance Sheet; or (iii) that are not required to file be disclosed or furnish any formsreflected on financial statements prepared in accordance with GAAP. (d) Buyer (i) was previously a "shell company" (as that term is defined in Rule 144(i)(1)(i)-(ii) promulgated under the Securities Act) and has ceased to be a shell company, (ii) is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) has filed “Form 10” information more than one year prior to the date of this Agreement as provided in Rule 144(i)(2), and (iv) has filed all periodic reports required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date of this Agreement. (e) The Buyer Common Stock has been listed on Nasdaq since June 30, 2021, and Buyer is in compliance with all of the applicable listing and corporate governance rules of Nasdaq. (f) On July 2, 2021, Buyer completed a registered public offering of shares of Buyer Common Stock and warrants to purchase shares of Buyer Common Stock, resulting in proceeds to Buyer (after underwriting discount and non-accountable expense allowance but before other documents with the SECexpenses) of $12,714,000, which has been paid to Buyer in full.

SEC Reports. DSKX The Purchaser has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports Report on Form 10-K for the fiscal years ended December 31, 2014 2014, and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Purchaser as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30Xxxxx 00, 2015, 0000 (iiixxx) all other reports filed by DSKX the Purchaser under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Purchaser SEC Reports”). The DSKX Purchaser SEC Reports constitute all of the documents required to be filed or furnished by DSKX the Purchaser with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX Purchaser SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX Purchaser SEC Reports. As of their respective dates, the DSKX Purchaser SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Purchaser Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX Financial Statements; No Undisclosed Liabilities. (i) Manor Care has furnished or made available to PHMD complete and accurate copiesHCR, as amended or supplementedin the form filed with the SEC, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (iA) Annual Reports Report on Form 10-K for each of the fiscal years ended December May 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 1995 through May 31, 2014 and 20131997, (B) all proxy statements relating to Manor Care's meetings of stockholders (whether annual or special) held since January 1, 1996, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iiiC) all other forms and reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act Manor Care with the SEC since June 1, 1994 (all such of forms and reports, other than the foregoing filings with Joint Proxy Statement, being collectively called the SEC are collectively referred to herein as the “DSKX "Manor Care SEC Reports”" and individually called a "Manor Care SEC Report"). The DSKX No Manor Care Group SEC Reports constitute all Report (including any document incorporated by reference therein), as of the documents required its filing date (or if amended or superseded by a filing prior to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of , then on the date hereofof such filing), there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None , and each Manor Care Group SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the DSKX Subsidiaries is Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules and regulations of the SEC. Since June 1, 1994, Manor Care has filed in a timely manner all reports that it was required to file or furnish any forms, reports or other documents with the SEC pursuant to the Exchange Act and the rules and regulations of the SEC. As used in this Agreement, "Public Subsidiary SEC Reports" means, in the case of Vitalink, its Annual Report on Form 10-K for the fiscal year ended May 31, 1997, its proxy statement dated November 20, 1997 and all forms and reports filed with the SEC since June 1, 1994 and, in the case of IHH, its Annual Report on Form 10-K for the fiscal year ended September 30, 1997, its proxy statement dated February 2, 1998 and all forms and reports filed with the SEC since October 1, 1994. The Public Subsidiary SEC Reports together with the Manor Care SEC Reports are collectively referred to as the "Manor Care Group SEC Reports."

SEC Reports. DSKX SCHWAB has furnished or previously made available to PHMD UST accurate and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) SCHWAB Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 1997 and 2013December 31, as 1998 (the "SCHWAB Form 10-K's") filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, SEC under the Exchange Act and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) SCHWAB Quarterly Reports Report on Form 10-Q for the quarterly periods quarter ended September 30, 20151999 ("SCHWAB Form 10-Q"), (iii) all other reports filed by DSKX with the SEC under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with (collectively, the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC "SCHWAB Reports”"). The DSKX SEC Reports constitute Since January 1, 1997, SCHWAB and each SCHWAB Subsidiary has timely filed all of the reports and other documents required to be filed or furnished by DSKX with them under the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of Securities Act and the Exchange Act, through the date and, as of this Agreement. The DSKX SEC Reports have their respective dates, all such reports complied and remain compliant in all material respects with the requirements published rules and regulations of the SEC with respect thereto. The consolidated balance sheets of SCHWAB and its Subsidiaries as of December 31, 1997 and December 31, 1998, inclusive, as reported in the Form 10-K's, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to SCHWAB, and the unaudited consolidated balance sheet of SCHWAB and its Subsidiaries as of September 30, 1999, and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the nine months ended September 30, 1999, as reported in the SCHWAB Form 10- Q do, and any financial statements filed by SCHWAB with the SEC under the Exchange Act after the date of this Agreement (including the related notes, where applicable) will, fairly present in all material respects (including the related notes, where applicable) the consolidated financial position and results of operations and changes in stockholders' equity and cash flows of SCHWAB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply or will comply with applicable accounting requirements and with the published rules and regulations thereunder when filedof the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, except in the case of unaudited financial statements for the absence of certain footnotes and schedules. The books and records of SCHWAB and its Subsidiaries have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. As of the date hereofof filing or mailing, there are as the case may be, no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, SCHWAB Report contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. None of misleading (except to the DSKX Subsidiaries is required to file extent corrected in a subsequent filed registration statement, prospectus, report, schedule, proxy statement or furnish any forms, reports or other documents with the SECcommunication).

SEC Reports. DSKX The Company has timely furnished or made available to PHMD complete and accurate copies, as amended or supplemented, filed with the SEC (including following any extensions of its (a) Registration Statements time for registering securities under the Securities Act, and (b) all reports required to be filed filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31reports, 2014 and 2013schedules, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013statements, and the related statements of operation, changes in shareholders’ equity other documents (including all exhibits and cash flows for the years then ended; (iiother information incorporated therein) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports required to be furnished or filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act Company with the SEC since January 1, 2008 (such of the foregoing filings with the SEC are collectively referred to herein as collectively, the “DSKX Company SEC Reports”). The DSKX Each of the Company SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant was prepared in accordance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and Act, the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect promulgated under the Securities Act and the Exchange Act applicable to any of the DSKX such Company SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containReport, and they currently do not containother applicable Law, and (b) did not, at the time such Company SEC Report was filed, or if amended or restated, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None No Subsidiary of the DSKX Subsidiaries Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish any periodic forms, reports reports, schedules, statements or other documents with the SEC. The Company has delivered to Parent correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and prior to the date of this Agreement and not available on the SEC’s XXXXX system prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in comment letters or written notices from the SEC staff with respect to any of the Company SEC Reports. None of the Company SEC Reports, and no Subsidiary of the Company, is the subject of ongoing SEC review of which the Company has Knowledge, outstanding written SEC comment or outstanding SEC investigation.

SEC Reports. DSKX (a) Purchaser has filed with the SEC all forms, reports, schedules, statements, exhibits and other documents required to be filed by it from January 1, 2016 to the date hereof (such forms, documents, statements and reports, including supplements or amendments thereto, as amended since the respective dates of filing, the “Purchaser SEC Documents”) and has furnished or made available (including via XXXXX) to PHMD the Sellers complete and accurate copiescorrect copies of all such Purchaser SEC Documents. As of their respective filing dates, the Purchaser SEC Documents complied as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Securities Act. (b) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, there are no outstanding on the date of such filing amending or unresolved comments in comment letters received from superseding same), each Purchaser SEC Document filed pursuant to the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Exchange Act did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each Purchaser SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective or is deemed to have become effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. (d) Purchaser has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. None of Except as described in the DSKX Subsidiaries Purchaser SEC Documents, since December 31, 2016, there has been (1) no material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (2) no change in Purchaser’s internal control over financial reporting that has materially affected, or is required reasonably likely to file or furnish any formsmaterially affect, reports or other documents with the SECPurchaser’s internal control over financial reporting.

SEC Reports. DSKX has furnished or made available to PHMD complete Financial Statements; Public Communications; Internal Controls and accurate copies, as amended or supplemented, of its Disclosure Controls. (a) Registration Statements for registering securities under Since January 1, 2013 and through the Securities Actdate this representation is made, Buyer has filed all reports, schedules, forms, registration statements and (b) all reports other documents required to be filed under by it with the SEC pursuant to the requirements of the Exchange ActAct (all of the foregoing, together with any other reports, schedules, forms, registration statements and other documents filed by Buyer with the SEC since January 1, 2013 and prior to the date this representation is made (including in each case all exhibits included therewith and financial statements and schedules thereto and documents incorporated by reference therein) being referred to herein as the “SEC Documents” and Buyer’s balance sheet as of June 30, 2014 (i) Annual Reports the “Buyer Balance Sheet Date”), as included in Buyer’s annual report on Form 10-K for the fiscal years ended December 31, 2014 and 2013period then ended, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31Commission on October 20, 2014 (and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows on Form 10Q for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods period ended September 30, 20152014 filed on November 11, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively 2014), being referred to herein as the “DSKX SEC ReportsBuyer Balance Sheet”). The DSKX SEC Reports constitute all of Buyer has made available by request to the documents required to be filed Company or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied its representatives true and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff complete copies of the SEC with respect Documents that are not available on the SEC’s XXXXX system. Since the filing of each of the SEC Documents, no event has occurred that would require an amendment or supplement to any such SEC Document and as to which such an amendment has not been filed and made publicly available on the SEC’s XXXXX system no less than five Business Days prior to the date this representation is made. Buyer has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the DSKX SEC Reports. staff. (b) As of their respective dates, the DSKX financial statements of Buyer included in the SEC ReportsDocuments (including the notes thereto, including any the “Buyer Financial Information”) complied as to form in all material respects with applicable accounting requirements and securities Laws with respect thereto. Such consolidated financial statements have been prepared in accordance with GAAP, consistently applied, 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, schedules to the extent they may exclude footnotes or exhibits included may be condensed or incorporated by reference thereinsummary statements) and fairly present in all material respects the financial position of Buyer as of the dates thereof and the results of its or their operations and cash flows, did as applicable, for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not containmaterial individually or in the aggregate). The Financial Information is true, accurate and complete, has been prepared in accordance with GAAP, is consistent with the books and records of Buyer and its predecessors (which are true, accurate and complete), and they currently do fairly presents such information as of the dates, and for the periods, presented. Since the date of the Buyer Balance Sheet, there has been no change in Buyer’s reserve or accrual amounts or policies. (c) Except for disclosures filed with the SEC, there are no, and have not containbeen any, press releases, analyst reports, advertisements or other written communications other than set forth on Schedule 4.08(c) with stockholders or other investors, or potential stockholders or other potential investors, on behalf of Buyer or otherwise relating to Buyer, issued, made, distributed, paid for or approved since November 1, 2014 by Buyer or any of their respective officers, directors or Affiliates, by any Person engaged by (or otherwise acting on behalf of) Buyer or any of its officers, directors or Affiliates, or, to the knowledge of Buyer, by any stockholder of Buyer. None of Buyer, its officers, directors and Affiliates or any stockholder of Buyer has made any filing with the SEC, issued any press release or made, distributed, paid for or approved (or engaged any other Person to make or distribute) any other public statement, report, advertisement or communication on behalf of Buyer or otherwise relating to Buyer that contains any untrue statement of a material fact or omit to state a omits any statement of 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 are or were made, not misleading or has provided any other information to the Company that, considered in the aggregate, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. (d) The accounting firm that has expressed its opinion with respect to the financial statements included in Buyer’s most recently filed annual report on Form 10-K (the “Audit Opinion”) is independent of Buyer pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC, and such firm was otherwise qualified to render the Audit Opinion under applicable securities Laws. None Each other accounting firm that has conducted or will conduct a review or audit of any of Buyer’s financial statements was and is independent of Buyer pursuant to the DSKX Subsidiaries standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and was and is otherwise qualified to conduct such review or audit and render an audit opinion under applicable securities Laws. There is no transaction, arrangement or other relationship between Buyer and an unconsolidated or other off-balance-sheet entity that is required to file be disclosed by Buyer in its reports pursuant to the Exchange Act. Neither Buyer nor any director, officer or furnish employee, of Buyer has received or otherwise had or obtained knowledge of any formsmaterial complaint, reports allegation, assertion or other documents claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or its internal accounting controls, including any complaint, allegation, assertion or claim that Buyer has engaged in questionable accounting or auditing practices. No attorney representing Buyer, whether or not employed by Buyer, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to their respective boards of directors or any committee thereof or pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s rules and regulations promulgated thereunder. There have been no internal or SEC investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of any executive officer, board of directors or any committee thereof of Buyer. (e) Buyer is in compliance in all material respects with all rules and regulations of the Eligible Market applicable to it and the Buyer Common Stock. Buyer has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension, or termination of the trading or quotation of, the Buyer Common Stock by or on the Eligible Market in the foreseeable future. Since 1983, (i) the Buyer Common Stock has been, and is, quoted on the OTCQB (former OTCBB) under the symbol “AGRCD (and prior to that, BRHC) (changing to SGBZ),” (ii) trading and quotation in the Buyer Common Stock has not been suspended by the SEC or the Eligible Market and (iii) Buyer has received no communication, written or oral, from the SEC or the Eligible Market regarding the suspension or termination of the trading or quotation of the Buyer Common Stock by or on the Eligible Market. During the period commencing with the SECdate of this Agreement and ending on the Closing Date, Buyer shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities Laws and rules and the Eligible Market.

SEC Reports. DSKX The Company has furnished or made had access through publicly-available ----------- information to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Parent's Annual Reports Report on Form 10-K for the fiscal years year ended December 31January 5, 2014 and 20132004, as filed with the SECSEC (the "Parent 10-K"), which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports its quarterly report on Form 10-Q for the quarterly periods quarter ended September 30October 5, 20152003, as filed with the SEC (the "Parent 10-Q"), (iii) all other reports filed by DSKX under Section 13 or subsections (a) or proxy statements relating to Parent's meetings of shareholders held, and (iv) of Section 14 of all other documents filed by Parent with the SEC under the Exchange Act with or the SEC Securities Act since January 5, 2000 (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX "Parent SEC Reports”"). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containsuch documents complied, and they currently do not containall documents filed by Parent with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except as set forth in Section 5.5 of the DSKX Subsidiaries Parent Disclosure Schedule, all Parent SEC Reports have ------------ been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file or furnish any formsform, reports report or other documents document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Act with respect to the Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. DSKX Prior to the execution of this Agreement, Bancorp has furnished delivered or made available to PHMD Buyer complete and accurate copiescopies of the following (collectively and together with the deliveries required under Section 7.2(a) below, as amended or supplemented, of its the "Bancorp SEC Reports"): (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Bancorp's Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 1998, 1999 and 2013, 2000 as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (iib) all Bancorp proxy statements and annual reports to stockholders used in connection with meetings of Bancorp's stockholders held since January 1, 1996; (c) Bancorp's Quarterly Reports on Form 10-Q for the quarterly periods quarters ended March 31, 2000, June 30, 2000 and September 30, 2015, 2000 as filed with the SEC; and (iiid) all other reports Bancorp's Current Reports on Form 8-K as filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such since January 1, 1997. Except as set forth in Schedule 4.7 to the Bancorp Disclosure Schedule, each Bancorp SEC Report was timely filed and as of the foregoing filings with the SEC are collectively referred their respective dates or as subsequently amended prior to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff each of the Bancorp SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently Reports (i) do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein, in light of the circumstances under which they were it was made, not misleading. None , (ii) complies as to form in all material respects with the applicable accounting requirements and the rules and regulations of the DSKX SEC and, (iii) with respect to financial statements included in any Bancorp SEC Report, such included financial statements fairly present in all material respects the consolidated financial condition of Bancorp and the Bancorp Subsidiaries is required as of the dates thereof and the consolidated results of operations, consolidated statement of changes in stockholders' equity and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to file or furnish any formsrecurring year end adjustments normal in nature and amount, reports or the absence of certain footnotes and other documents with the SECappropriate adjustments.

SEC Reports. DSKX Buyer has furnished or made available to PHMD complete timely filed all forms, reports, schedules, statements and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX Buyer with the SECSEC since January 1, including 2021 (collectively, the “Buyer SEC Reports”) under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act, through together with any amendments, restatements or supplements thereto. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement. The DSKX , then on the date of such filing), each of the Buyer SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Securities Exchange Act and Act, including the rules and regulations thereunder when promulgated thereunder, and none of the Buyer SEC Reports at the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, contained any untrue statement of a material fact or 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. The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to any Buyer SEC Reports (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable legal requirements, and no current or former executive officer of Buyer has failed to make the Certifications required of him or her. Buyer has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Buyer, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC or Nasdaq with respect to any of the DSKX Buyer SEC Reports. To the Knowledge of Buyer, none of Buyer SEC Reports are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Buyer. As of their respective datesused in this Section 2.2(d), the DSKX SEC Reportsterm “file” shall be broadly construed to include any manner in which a document or information is furnished, including any financial statements, schedules supplied or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit otherwise made available to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX The Company has furnished or made had access through publicly-available information to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Parent’s Annual Reports Report on Form 10-K KSB for the fiscal years year ended December 31, 2014 and 20132003, as filed with the SECTable of Contents SEC (the “Parent 10-K”), which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports its quarterly report on Form 10-Q QSB for the quarterly periods quarter ended September 30March 31, 20152004, as filed with the SEC (the “Parent 10-Q”), (iii) all other reports filed by DSKX under Section 13 proxy statements relating to Parent’s meetings of shareholders held or subsections (a) or to be held after January 1, 2001, and (iv) of Section 14 of all other documents filed by Parent with the SEC under the Exchange Act with or the SEC Securities Act since January 1, 2001 (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Parent SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containsuch documents complied, and they currently do not containall documents filed by Parent with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except as set forth in Section 3.8 of the DSKX Subsidiaries Parent Disclosure Schedule, all Parent SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2001. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file or furnish any formsform, reports report or other documents document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to the Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, Holdings has furnished to Buyer true and (b) all reports required to be filed under the Exchange Act, including (i) complete copies of Holdings’ Annual Reports Report on Form 10-K KSB for the fiscal years year ended December 31, 2014 2006 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholdersHoldings’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods quarters ended March 31, June 30 and September 3029, 20152007 and all of Holdings’ other reports, (iii) all other statements, schedules and registration statements, as such reports were filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC Securities and Exchange Commission (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC”) for the fiscal year ended December 31, 2006 through the Effective Date or Closing Date, as applicable (collectively, the “Holdings SEC ReportsDocuments”). The DSKX SEC Reports constitute all . (b) As of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections its filing date (a) or (c) and as of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX any amendment), each Holdings SEC Reports have Document complied and remain compliant as to form in all material respects with the applicable requirements of the 1933 Act (as amended, the “1933 Act”) and the Securities Exchange Act and of 1934 (as amended, the “1934 Act”), the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations thereunder when filed. promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, there are no outstanding or unresolved comments in comment letters received from on the staff date of such filing), each Holdings SEC Document filed pursuant to the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, 1934 Act did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The Holdings SEC Documents constitute all forms, reports, statements, schedules and other documents required to be filed by Holdings with the SEC since March 30, 2007. None As of the DSKX Subsidiaries is required date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to file or furnish any formsof the Holdings SEC Documents. (e) (i) the consolidated financial statements and related notes thereto contained in the Holdings SEC Documents (the “Holdings Financials”), reports or other documents comply in all material respects with the SEC1934 Act, and the rules and regulations of the SEC promulgated thereunder and have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other; and (ii) the Holdings Financials present fairly and accurately the consolidated financial condition and operating results of Holdings in all material respects as of the dates and during the periods indicated therein. The unaudited Holdings Financials do not contain additional financial statements and footnotes required under United States generally accepted accounting principles, and are subject to normal year-end adjustments. (f) Holdings has made available to Buyer a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to contracts which previously have been filed by Holdings with the SEC pursuant to the 1933 Act or 1934 Act. (g) The accounting books and records of Holdings have been maintained in accordance with sound business practices, including the maintenance of an adequate system of disclosure and internal controls designed to ensure that all material information concerning Holdings is made known on a timely basis to the individuals responsible for the preparation of the Holdings SEC Documents.

SEC Reports. DSKX Parent has furnished or made available to PHMD complete and accurate copiesfiled all reports, as amended or supplementedif any, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the Securities and Exchange Commission (the "SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii") Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of pursuant to the Exchange Act with since its --- initial public offering on July 27, 2000 (all such reports, the "Parent SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC ---------- Reports”"). The DSKX All of such Parent SEC Reports constitute all of complied at the documents required to be time they were filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant ------- in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filedthereunder. As None of such Parent SEC Reports, as of their respective dates (as amended through the date hereof), there are no outstanding or unresolved comments in comment letters received from the staff of the SEC contained or, with respect to any of Parent SEC Reports filed after the DSKX SEC Reports. As of their respective datesdate hereof and before the Closing Date, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not will contain, any untrue statement of a material fact or omit omitted or, with respect to Parent SEC Reports filed after the date hereof and before the Closing Date, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None The audited financial statements of Parent included in the Parent SEC Reports comply in all material respects with the published rules and regulations of the DSKX Subsidiaries is required to file SEC with respect thereto, and such audited financial statements (a) were prepared from the books and records of Parent, (b) were prepared in accordance with U.S. GAAP applied on a consistent basis (except as may be indicated therein or furnish any forms, reports in the notes or other documents schedules thereto) and (c) present a true and fair view in all material respects of the financial position of Parent as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the Parent SEC Reports comply in all material respects with the SECpublished rules and regulations of the SEC with respect thereto; and such unaudited financial statements (x) were prepared from the books and records of Parent, (y) were prepared in accordance with U.S. GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (z) present fairly the financial position of Parent as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings by Parent made with the SEC on or before the Closing Date.

SEC Reports. DSKX has furnished or made available to PHMD complete Each report, schedule, registration statement and accurate copiesdefinitive proxy statement filed by PennCorp with the SEC since January 1, 1995 (the "PennCorp SEC Documents"), as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Actrespective filing date, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Securities Act, the Exchange Act and the respective rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect thereunder applicable to any of the DSKX such PennCorp SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Documents and (ii) did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the DSKX Subsidiaries is PennCorp has timely filed all documents that it was required to file or furnish any forms, reports or other documents with the SECSEC since January 1, 1995. The consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows (including, without limitation, the related notes thereto) of PennCorp included in the PennCorp SEC Documents, including PennCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and PennCorp's Quarterly Reports on Form 10-Q for the three months ended March 31, 1995, for the three and six months ended June 30, 1995, and for the three and nine months ended September 30, 1995, complied at the time filed (or, if such reports were amended, complied at the time such amended reports were filed) as 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 and fairly present the consolidated financial position of PennCorp and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in their cash flows and stockholders' equity for the periods then ended except, in the case of the unaudited interim financial statements, for normal and recurring year-end audit adjustments. Except as set forth in any PennCorp SEC Documents filed prior to the date hereof, at September 30, 1995, neither PennCorp nor any of its subsidiaries had, and since such date neither PennCorp, nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, contingent, absolute or otherwise) which, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the condition, financial or otherwise, business, assets, properties or results of operations of PennCorp and its subsidiaries taken as a whole. PennCorp has delivered to Seller for review true and complete copies of each of the PennCorp SEC Documents.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities ActSince January 1, 2020, Sigma has filed all reports, schedules, forms, statements and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX it with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of SEC pursuant to the Exchange ActAct (the “SEC Reports”). (b) As of their respective dates, through the date of this Agreement. The DSKX SEC Reports have and any registration statements filed by Sigma under the Securities Act (the “Registration Statements”) complied and remain compliant in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any promulgated thereunder, and none of the DSKX SEC Reports. As of their respective datesReports or Registration Statements, the DSKX SEC Reportswhen filed, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material Contracts to which Sigma is a party or to which the property or assets of Sigma are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, as applicable. The financial statements of Sigma included in the SEC Reports and the Registration Statements complied in all respects with applicable accounting requirements and the rules and regulations of the DSKX Subsidiaries SEC with respect thereto as in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of Sigma as at the dates thereof and the results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding Sigma’s business is required to file current and complete and accurately reflects operations of Sigma as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or furnish any forms, reports or other documents with threatened by the SEC.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under Acquiror has delivered to the Company or its counsel correct and complete copies of the following documents, including exhibits, filed by Parent with the Securities Act, and Exchange Commission (b) all reports required to be filed under the Exchange Act, including (i) "SEC"): Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended2001; (ii) Quarterly Reports on Form 10-Q for the quarterly periods quarters ended September March 31, 2002 and June 30, 20152002; Current Reports on Form 8-K filed on January 22, 2002, July 22, 2002, and August 16, 2002, and definitive Proxy Statement dated April 25, 2002 relating to Parent's 2002 Annual Meeting of Stockholders (iiicollectively, the "Parent SEC Documents"). The Parent SEC Documents are all the material documents (other than preliminary material) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act that Parent was required to file with the SEC (such of the foregoing filings with the SEC are collectively referred on or after January 1, 2002 pursuant to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, none of the DSKX Parent SEC Reports, Documents (including any financial statements, all exhibits and schedules or exhibits included or thereto and documents incorporated by reference therein, did not contain, and they currently do not contain, ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Parent SEC Documents complied, when filed, as to form in all material respects with the then applicable requirements of the DSKX Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. (b) The audited consolidated financial statements, dated as of and for the period ended, December 31, 2001, and the unaudited consolidated financial statements, dated as of and for the period ending March 31, 2002 and June 30, 2002, of Parent and its consolidated Subsidiaries is contained in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto), and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments, the absence of financial footnotes, and as otherwise permitted by the rules of the SEC for interim financial statements, in the case of unaudited interim financial statements) the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods then ended. Acquiror has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) that are, individually or in the aggregate, of a nature required to file be disclosed on the face of a consolidated balance sheet for Acquiror and its consolidated subsidiaries and that are material to Acquiror's business, except for such liabilities or furnish any formsobligations as (i) were accrued or were provided for in the consolidated balance sheet dated June 30, reports 2002 included in the Parent Financial Statements as of the date thereof, (ii) are of a normally recurring nature and were incurred after such date in the ordinary course of business consistent with past practice or other documents in transactions in compliance with this Agreement, (iii) were incurred in the SECordinary course of business and not required by the rules of the SEC to be set forth in the June 30, 2002 consolidated balance sheet, or (iv) were incurred pursuant to a sale of assets by Parent or its consolidated subsidiaries which has been disclosed in writing to the Company.

SEC Reports. DSKX The Borrower has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) filed all reports (the "SEC Reports") required to be filed by it with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") and the Exchange Act, including (ipursuant to Section 13(a) or 15(d) thereof, on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension except that Borrower has not yet filed its Annual Reports Report on Form 10-K for the fiscal years year ended December 31July 1, 2014 2006 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) its Quarterly Reports Report on Form 10-Q for the quarterly periods fiscal quarter ended September 30November 1, 20152006. The SEC Reports, along with the Borrower's registration statement filed with the Commission on Form S-1 (iii) all other reports File No.333-131254), and subsequently withdrawn by the Borrower and the Company's Revised Preliminary Information Statement on Schedule 14C and filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such on October 4, 2006 are herein referred to as the "SEC Filings." As of the foregoing filings with their respective dates, the SEC are collectively referred filings complied as to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant form in all material respects with (i) the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding Commission promulgated thereunder and (ii) any SEC comments received or unresolved comments in comment letters received from otherwise conveyed to the staff of the SEC Company with respect to any previously filed SEC Filing except that the Borrower has not yet responded to (x) the letter received from the SEC on May 2, 2006 commenting on the Form S-1 filed with the SEC and (g) the letter received from the SEC on November 1, 2006 relating to the Company's filing of its Revised Schedule 14C. In addition, none of the DSKX SEC Reports. As Filings, as of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, mad; not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX (a) Parent previously has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including Company (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31September 30, 2014 and 20132004 (the "Parent 10-K"), as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended all proxy statements relating to Parent's meetings of stockholders held or to be held after September 30, 2015, 2004 and (iii) all other reports documents filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed Parent with, or furnished by DSKX with Parent to, the SEC, including SEC under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through since January 1, 2002 and prior to the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with Agreement (the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX "Parent SEC Reports"). As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containsuch documents complied, and they currently do not containall documents filed by Parent with the SEC between the date of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC requirements (including the Sarbanes-Oxley Act of 2002 and the related rules and regulations promuxxxxxx xxxxxxxder) and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None On and since January 1, 2002, Parent has timely filed, and between the date of this Agreement and the DSKX Subsidiaries Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Parent Subsidiary is required to file or furnish any formsform, reports report or other documents document with the SEC. (b) Parent has made available to Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Parent Agreements which previously have been filed by Parent with the SEC pursuant to the Securities Act or Exchange Act and (ii) Parent SEC Reports filed prior to the date hereof. Parent has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not notified Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to Company true and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of the Parent Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Company any such correspondence sent or received after the date hereof. To the knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Reports. DSKX The Company has furnished or made available heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to PHMD complete and accurate copiesthe Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports and other documents required to be filed under the Exchange Actfiled, including (i) an Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 2013, as filed with [fiscal year prior to issuance of Shares] (the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on "Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”K"). The DSKX SEC Reports constitute all None of the documents such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed or furnished by DSKX with the SEC, including SEC under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of (the DSKX "SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Filings") contains any untrue statement of a material fact or omit 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. None Since December 31, [fiscal year prior to issuance of Shares], the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the DSKX Subsidiaries Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the [fiscal year prior to issuance of Shares] Annual Report to the Stockholders (the "Annual Report") and the unaudited financial statements contained in the 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 applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, 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. Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Annual Report, 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 Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material); (b) 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 material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is required not material to file the business, properties or furnish financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Company or any formsof its assets is bound or subject; (f) sale, reports assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other documents intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the SECCompany's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. DSKX Pittencrieff has furnished or made available filed with the Securities and Exchange Commission ("SEC") all proxy statements, reports and other documents required to PHMD complete be filed by it under the Securities and accurate copiesExchange Act of 1934, as amended or supplemented, of its (athe "Exchange Act") Registration Statements for registering securities under the Securities Act, and (b) all including any interim reports required to be filed under the Exchange Actfiled), including (i) and Pittencrieff has furnished to AMI copies of its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 20131994, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports its quarterly report on Form 10-Q for the quarterly periods quarter ended September June 30, 20151995, (iii) and all other final proxy statements and reports filed by DSKX Pittencrieff under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with since June 30, 1993, each as filed (collectively, the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX "SEC Reports”"). The DSKX Each SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant Report was in compliance in all material respects with the requirements of the Exchange Act its respective form, and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff none of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Reports (the "Pittencrieff Financial Statements") are true and correct and fairly present the financial position of Pittencrieff and the Pittencrieff Subsidiaries as of the DSKX Subsidiaries is required to file or furnish any formsdates thereof and the consolidated results of operations, reports cash flows and changes in financial position or other documents information included therein for the periods or as of the dates thereof in each case in accordance with GAAP, and in each case in accordance with past practice during the SECperiods involved (except as otherwise stated therein and except for normal recurring adjustments for interim periods, and that the unaudited Financial Statements do not have complete footnotes). Except and to the extent reflected or reserved against in the Pittencrieff Financial Statements, neither Pittencrieff nor any Pittencrieff Subsidiary has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, for the periods covered thereby. Pittencrieff does not know or have reasonable grounds to know of any basis for the assertion against Pittencrieff or any Pittencrieff Subsidiary of any claim or liability of any nature or in any amount not fully reflected or reserved against in the Pittencrieff Financial Statements for the periods provided, whether or not previously disclosed to AMI. 5.

SEC Reports. DSKX The Company has furnished or made available previously delivered to PHMD the Representative, for distribution to the Purchasers, true and complete and accurate copiescopies of (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, as amended or supplemented2002, of (ii) its (a) Registration Statements Quarterly Report on Form 10-QSB for registering securities under the Securities Actperiod ended March 31, 2003 and (biii) its Current Reports on Form 8-K for events dated April 29, 2003, May 27, 2003, May 28, 2003 and June 11, 2003. The Company has filed all reports required to be filed by it under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013Securities Act of 1933, as filed with amended (the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013"Securities Act"), and the related statements Securities Exchange Act of operation1934, changes in shareholders’ equity as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof and cash flows including any and all filings required under the Sarbanxx-Xxxxx Xxx xf 2002, for the two years then ended; preceding the date hereof (iior such shorter period as the Company was required by law to file such reports) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are materials, as amended, being collectively referred to herein as the “DSKX "SEC Reports”). The DSKX ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports constitute all prior to the expiration of any such extension. As of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 respective dates of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports (except that, with respect to SEC Reports that have been amended, as of the respective dates of the latest amendment thereto), the SEC Reports complied and remain compliant in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filed. As of the date hereofSecurities and Exchange Commission (the "Commission") promulgated thereunder, there are no outstanding or unresolved comments in comment letters received from the staff and none of the SEC Reports, when filed (except that, with respect to any of SEC Reports that have been amended, when the DSKX SEC Reports. As of their respective dateslatest amendment thereto was filed), the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The financial statements of the DSKX Subsidiaries is required Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto (subject, in the case of unaudited statements, to file or furnish any formsthe absence of footnotes), reports or other documents with and fairly present in all material respects the SECfinancial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. DSKX (i) Except as set forth in Section 5.03(g) of Pxxxx’x Disclosure Schedules, Pxxxx has furnished or made available to PHMD complete timely filed all reports, registration statements, proxy statements and accurate copiesother materials, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports together with any amendments required to be filed under the Exchange Actmade with respect thereto, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed that it was required to file with the SEC, which contained audited balance sheets of DSKX as of December 31and all such reports, 2014 registration statements, proxy statements, other materials and 2013amendments have complied in all material respects with all legal requirements relating thereto, and the related statements of operation, changes has paid all fees and assessments due and payable in shareholders’ equity and cash flows for the years then ended; connection therewith. (ii) Quarterly Reports on Form 10-Q for An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the quarterly periods ended September 30, 2015, (iii) all other reports filed SEC by DSKX under Section 13 Pxxxx pursuant to the Securities Act or subsections (a) or (iv) of Section 14 of the Exchange Act with prior to the SEC date of this Agreement (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Pxxxx’x SEC Reports”)) is publicly available. The DSKX No such Pxxxx’x SEC Reports constitute all Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the documents relevant meetings, respectively), and considering all amendments to any of Pxxxx’x SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be filed stated therein or furnished by DSKX with necessary in order to make the SECstatements made therein, including under Section 13 or subsections (a) or (c) of Section 14 in light of the Exchange Actcircumstances in which they were made, through 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. The DSKX As of their respective dates, all Pxxxx’x SEC Reports have complied and remain compliant as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations thereunder when filedof the SEC with respect thereto. No executive officer of Pxxxx has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). As of the date hereof, there are no outstanding comments from or unresolved comments in comment letters received from the staff of issues raised by the SEC with respect to any of the DSKX Pxxxx’x SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX has furnished or made available Since January 1, 1998, to PHMD complete and accurate copies, as amended or supplemented, the best of its knowledge Buyer has ----------- filed all required forms, reports and documents (a"Buyer SEC Reports") Registration Statements for registering securities under with the Securities Act, and Exchange Commission (bthe "SEC") all reports required to be filed under by it pursuant to the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, federal securities laws and the related statements of operationSEC rules and regulations thereunder, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports which have complied and remain compliant in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations thereunder when filedinterpretive releases promulgated thereunder. As None of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules or exhibits included or incorporated by reference therein, did not containat the time filed, and they currently do not contain, contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Each of the DSKX Subsidiaries is required consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to file which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or furnish equivalent statements in the Buyer SEC Reports (including any formsrelated notes and schedules) fairly presents or will fairly present the results of operations, reports retained earnings and cash flows, as the case may be, of the entity or other documents entities to which it relates for the period set forth therein (subject in the case of unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with generally- accepted accounting principles applicable to the SECparticular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Buyer SEC Reports. The consolidated financial statements included in the Buyer SEC Reports are hereinafter sometimes collectively referred to as the "Buyer Financial Statements."

SEC Reports. DSKX (a) The Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the fiscal years year ended December March 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX the Parent as of December March 31, 2014 2013 and 20132012, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iiib) all other reports filed by DSKX the Parent under Section 13 or subsections (a) or (ivc) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC reports are collectively referred to herein as the “DSKX SEC Parent Reports”). The DSKX SEC Parent Reports constitute all of the documents required to be filed or furnished by DSKX the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Parent Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Parent Reports. As of their respective dates, the DSKX SEC Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (b) The Parent and each of its Subsidiaries has established and maintains a system of "internal controls over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Parent and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Parent, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Parent’s and its Subsidiaries' assets that could have a material effect on the Parent’s financial statements. (c) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Parent required under the Exchange Act with respect to such reports. The Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Board of Directors of the Parent and on Section 3.6(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (d) Each of the principal executive officer and the principal financial officer of the Parent (or each former principal executive officer and each former principal financial officer of the Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”) with respect to the Parent Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither the Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Parent or any of its Subsidiaries. The Parent is otherwise in compliance with all applicable provisions of the Sxxxxxxx-Xxxxx Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities ActParent has filed all reports, schedules, registration statements, prospectuses and (b) all reports other documents, together with amendments thereto, required to be filed under with the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended SEC since December 31, 2014 and 2013, as filed with 2009 (the SEC, which contained audited balance sheets “Parent Reports”). As of DSKX as their respective dates of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act filing with the SEC (such or, if amended or superseded by a subsequent filing prior to the date hereof, as of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC such subsequent filing), the Parent Reports have complied complied, and remain compliant each Parent 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, the Exchange Act, the Sxxxxxxx-Xxxxx Act of 2002 and the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not containor will not, and they currently do not containas the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Parent Reports. None of the DSKX Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or furnish 15(d) of the Exchange Act. No executive officer of Parent has failed in any formsrespect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 and to the Knowledge of Parent no enforcement action has been initiated against Parent or its officers or directors by the SEC relating to disclosures contained in any Parent Report. (b) The records, reports systems, controls, data and information of Parent 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 Parent 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 a materially adverse effect on the system of internal accounting controls described in the following sentence. Parent 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 GAAP. Parent has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent Reports. Management of Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other documents employees who have a significant role in Parent’s internal controls. Parent’s management has not yet completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the SECrequirements of Section 404 of the Sxxxxxxx-Xxxxx Act of 2002 for the year ended December 31, 2012, but Parent has no reason to believe that, once completed, such assessment will not conclude that such controls were effective. (c) Except as set forth in Section 4.7(c) of the Parent Disclosure Schedule, since January 1, 2010, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any member of Parent’s Board of Directors or executive officer of Parent or any of its Subsidiaries, has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities ActSince January 1, 2011, Xxxx-Xxxxx has filed or furnished all forms, documents and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SECSEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, including under Section 13 or subsections (a) or (c) of Section 14 but excluding the Joint Proxy Statement and the Registration Statement, the “Xxxx-Xxxxx SEC Reports”). Each of the Exchange ActXxxx-Xxxxx SEC Reports, through in each case as of its filing date, or, if amended, as finally amended prior to the date of this Agreement. The DSKX hereof (with respect to those Xxxx-Xxxxx SEC Reports have filed prior to the date hereof), has complied and remain compliant as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, and regulations thereunder none of the Xxxx-Xxxxx SEC Reports, when filed. As of filed or, if amended, as finally amended prior to the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the DSKX Xxxx-Xxxxx Subsidiaries is are or ever have been required to file or furnish any forms, periodic reports or other documents with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Xxxx-Xxxxx SEC Reports. (b) Xxxx-Xxxxx has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and Xxxx-Xxxxx has established and Table of Contents maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. Xxxx-Xxxxx has disclosed, based on its most recent evaluation prior to the date hereof, to Xxxx-Xxxxx’x auditors and the audit committee of the Xxxx-Xxxxx Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Xxxx-Xxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in Xxxx-Xxxxx’x internal controls over financial reporting. Since January 1, 2011, neither Xxxx-Xxxxx nor any of the Xxxx-Xxxxx Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Xxxx-Xxxxx or any Xxxx-Xxxxx Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that Xxxx-Xxxxx or any Xxxx-Xxxxx Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2011, subject to any applicable grace periods, Xxxx-Xxxxx has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had and would not reasonably be expected to have, a Xxxx-Xxxxx Material Adverse Effect.

SEC Reports. DSKX Acquiror has furnished or made available to PHMD complete filed with the SEC all registration statements, proxy statements and accurate copiesother statements, as amended or supplementedreports, of its schedules, forms and other documents (a) Registration Statements for registering securities under including all exhibits, financial statements and the Securities Actschedules thereto, and (ball other information incorporated by reference) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act it with the SEC since January 1, 2018. All such registration statements, proxy statements, and other statements, reports, schedules, forms and other documents, as amended at least one (such of 1) Business Day prior to the foregoing filings Agreement Date, together with the SEC Acquiror 2018 10-K, are collectively referred to herein as the “DSKX Acquiror SEC ReportsDocuments”). The DSKX SEC Reports constitute all To Acquiror’s knowledge, none of the documents required Acquiror SEC Documents filed prior to be the Agreement Date is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Acquiror. As of the time it was filed or furnished by DSKX with the SECSEC (or, including under Section 13 if amended or subsections superseded by a filing at least one (a1) or (c) of Section 14 of Business Day prior to the Exchange ActAgreement Date, through then on the date of this Agreement. The DSKX such filing): (i) each of the Acquiror SEC Reports have Documents complied and remain compliant in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as it may be amended from time to time and regulations thereunder when filed. As (ii) none of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the Acquiror SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of For purposes hereof, the DSKX Subsidiaries is required “Acquiror 2018 10-K” means the Acquiror’s annual report on Form 10-K for the fiscal year ended December 31, 2018 to file or furnish any forms, reports or other documents be filed with the SEC, in the form previously provided to the Company, which will not be modified in any material respect.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under Seller has timely filed all required documents with the U.S. Securities Actand Exchange Commission (the “SEC”) since January 2003, including all certifications and statements required by (bi) all reports required to be filed Rule 13-a-14 or 15d-14 under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; Act or (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 3018 U.S.C. Section 1350 with respect to such documents (collectively, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Seller SEC ReportsDocuments”). The DSKX As of their respective dates, the Seller SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have Documents complied and remain compliant in all material respects with the requirements of the Exchange Securities Act and of 1933, as amended (together with the rules and regulations thereunder when promulgated thereunder, the “Securities Act”), or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), as the case may be, and, at the respective times they were filed. As , none of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the Seller SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None Seller has made available to Parent and Buyer accurate and complete copies of all Seller SEC Documents. (b) The consolidated financial statements (including, in each case, any notes thereto) of Seller included in the Seller SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the DSKX Subsidiaries is required SEC with respect thereto, were prepared in accordance with generally accepted U.S. accounting principles (“GAAP”) and SEC Regulation S-X or S-B (except, in the case of the unaudited statements, as permitted by Form 10-Q or 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Seller as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to file or furnish normal year end audit adjustments and to any forms, reports or other documents adjustments described therein). Except as disclosed in the Seller SEC Documents filed with the SECSEC prior to the date of this Agreement or as required by GAAP, Seller has not, since March 31, 2005, the date of its last Quarterly Report on Form 10-QSB filed by Seller with the SEC (the “Seller Quarterly Report”), made any material change in the accounting practices or policies applied in the preparation of financial statements.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Parent’s Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Statement on Form 10-K for S-1 in connection with Parent’s initial public offering (the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii“Parent Registration Statement”) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed was declared effective by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”)on May 10, 2011. The DSKX SEC Reports constitute Thereafter, Parent has timely filed all of the forms, reports, schedules, statements and other documents required to be filed or furnished by DSKX Parent with the SECSEC (together with the Parent Registration Statement, including under Section 13 or subsections the “Parent SEC Documents”). Each of the Parent SEC Documents: (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have was prepared in accordance and complied and remain compliant in all material respects with the requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (“SOX”) (to the extent applicable to Parent), other applicable Law and the applicable rules and regulations thereunder when filed. As of thereunder, except to the extent updated, amended or corrected by a subsequent Parent SEC Document, and (b) did not at the time it was filed (and if amended or superseded by a filing prior to the date hereof, there are no outstanding of this Agreement then on the date of such filing and as so amended or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Since the filing of each of the DSKX Subsidiaries is required Parent SEC Documents, to file the Knowledge of Parent, no event has occurred, other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, that would require an amendment or furnish any formssupplement to such Parent SEC Document and as to which such an amendment has not been filed and made publicly available. Other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, reports 2011, there are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other documents correspondence received by Parent or its attorneys from the SEC, and, to the knowledge of Parent, there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) inspection of an audit of Parent’s financial statements by the Public Company Accounting Oversight Board. Parent is in compliance in all material respects with the SECSecurities Act, the Exchange Act, SOX (to the extent applicable to Parent) and the applicable rules and regulations thereunder.

SEC Reports. DSKX GFBC has furnished delivered or made available to PHMD complete and accurate copiesCAMCO copies of the following documents, each of which has been filed with the SEC (hereinafter referred to as amended or supplemented, of its the "GFBC SEC FILINGS"): (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) The Annual Reports Report on Form 10-K KSB filed by GFBC with the SEC for each of the fiscal years ended December March 31, 2014 1996, 1995 and 20131994; (b) The Annual Report to Shareholders for each of the fiscal years ended March 31, 1996, 1995 and 1994; and (c) The Proxy Statement for use in connection with each of the 1996, 1995 and 1994 Annual Meetings of Shareholders. The GFBC SEC FILINGS did not, as of the dates on which such reports were filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. None GFBC has also delivered to CAMCO copies of the DSKX Subsidiaries is required 1997 Annual Report to file or furnish any forms, reports or other documents Stockholders and Proxy Statement for use in connection with the 1997 annual meeting of shareholders (not filed with the SEC.) which did not, as of the date on which said documents were delivered to CAMCO, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. GFBC has filed a Form 15, effective September 18, 1996, with the SEC deregistering the GFBC SHARES under Section 12(g) of the Securities Exchange Act of 1934 (hereinafter referred to as the "1934 ACT"). Since September 18, 1996, GFBC has not been required to make any filings with the SEC pursuant to Section 13 or 15(d) of the 1934 ACT, except a Post-Effective Amendment to Form S-8..

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under The Acquirer SEC Reports are available on the Securities Act, and (b) all reports website maintained by the SEC at xxxx://xxx.xxx.xxx. All Acquirer SEC Reports required to be have been filed under by Acquirer with the Exchange ActSEC since December 31, including 2020 have been so filed on a timely basis (i) other than that certain Annual Reports Report on Form 10-K for the fiscal years ended December 31filed by Acquirer on March 7, 2014 and 20132023, as amended by that certain Amendment No. 1 on Form 10-K/A filed with by Acquirer on May 9, 2023), including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the SEC, which contained audited balance sheets Exchange Act (and Section 302 of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then endedXxxxxxxx-Xxxxx Act); (ii) Quarterly Reports on Form 10Section 906 of the Xxxxxxxx-Q for the quarterly periods ended September 30, 2015, Xxxxx Act; and (iii) all any other reports rule or regulation promulgated by the SEC or applicable to the Acquirer SEC Reports filed by DSKX under Section 13 on or subsections (a) or (iv) of Section 14 after December 31, 2020. As of the Exchange Act time it was filed with the SEC (such of or, if amended or superseded by a filing prior to the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SECAgreement Date, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through then on the date of this Agreement. The DSKX such filing or, in the case of any Acquirer SEC Reports have Report that is a registration statement or prospectus filed pursuant to the requirements of the Securities Act, as of the effective date of such Acquirer SEC Report): (A) each Acquirer SEC Report complied and remain compliant in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and the rules and regulations thereunder when filed. As of the date hereof, there are (B) no outstanding or unresolved comments in comment letters received from the staff of the Acquirer SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Acquirer maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Acquirer maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to provide reasonable assurance that all material information relating to Acquirer is made known on a timely basis to the individuals responsible for the preparation of Acquirer’s filings with the SEC and other public disclosure documents of Acquirer, and otherwise ensure that information required to be disclosed by Acquirer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules. (c) The financial statements (including any related notes) of Acquirer contained in the Acquirer SEC Reports filed on or after December 31, 2020: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the applicable period covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements, as permitted by the SEC, and (C) in the case of the unaudited interim financial statements, to normal year-end adjustments and the absence of notes thereto); and (iii) present fairly, in all material respects, the financial condition of Acquirer and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Acquirer and its Subsidiaries for the periods covered thereby. (d) None of the DSKX Acquirer or any of its Subsidiaries is required a party to, or has any commitment to file become a party to, any joint venture, off-balance sheet partnership or furnish any formssimilar Contract (including any Contract relating to any transaction or relationship between or among Acquirer or any of its Affiliates, reports on the one hand, and any unconsolidated Affiliate of Acquirer, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Acquirer or any of its Subsidiaries in the published financial statements of Acquirer contained in the Acquirer SEC Reports. (e) Since December 31, 2020 through the date hereof, none of Acquirer or any of its Subsidiaries, Acquirer’s independent accountants (to the knowledge of Acquirer), or the board of directors or audit committee of the board of directors of Acquirer or any of its Subsidiaries, or any officer of any of Acquirer or any of its Subsidiaries, has received any written notification of any: (A) “significant deficiency” in the internal controls over financial reporting of any of Acquirer or any of its Subsidiaries or “material weakness” in the internal controls over financial reporting of any of Acquirer or any of its Subsidiaries, which is reasonably likely to adversely affect Acquirer’s ability to record, process, summarize and report financial information; or (B) fraud, whether or not material, that involves management or other documents with employees of any of Acquirer or any of its Subsidiaries who have a significant role in the SECinternal controls over financial reporting of Acquirer.

SEC Reports. DSKX The Parent, since its formation, has filed all forms, reports, schedules, statements, registrations statements, prospectuses and other documents required to be filed or furnished by the Parent with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Parent has furnished or made available to PHMD the Company and the Company Member complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 20132017, as filed with the SEC, which contained audited balance sheets of DSKX Parent as of December 31, 2014 2017 and 20132016, and the related statements of operationoperations, changes in shareholdersstockholders’ equity equity/(deficit) and cash flows for the years then ended; (iib) Quarterly Reports on Form 10-Q for the quarterly periods fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 20152018, as filed with the SEC, to disclose its quarterly financial results for such period; and (iiic) all other reports forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act Parent with the SEC (such of the foregoing filings with the SEC reports are collectively referred to herein as the “DSKX SEC Parent Reports”). The DSKX SEC Parent Reports constitute include all of the documents required to be filed or furnished by DSKX Parent with the SEC, including SEC under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Parent Reports have complied and remain compliant 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 thereunder when filedthereunder. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Parent Reports. As The Parent Reports did not, as of their respective dates, effective dates (in the DSKX case of Parent Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, ) did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX SCHWAB has furnished or previously made available to PHMD UST accurate and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) SCHWAB Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 1997 and 2013December 31, as 1998 (the "SCHWAB Form 10-K's") filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, SEC under the Exchange Act and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) SCHWAB Quarterly Reports Report on Form 10-Q for the quarterly periods quarter ended September 30, 20151999 ("SCHWAB Form 10-Q"), (iii) all other reports filed by DSKX with the SEC under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with (collectively, the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC "SCHWAB Reports”"). The DSKX SEC Reports constitute Since January 1, 1997, SCHWAB and each SCHWAB Subsidiary has timely filed all of the reports and other documents required to be filed or furnished by DSKX with them under the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of Securities Act and the Exchange Act, through the date and, as of this Agreement. The DSKX SEC Reports have their respective dates, all such reports complied and remain compliant in all material respects with the requirements published rules and regulations of the SEC with respect thereto. The consolidated balance sheets of SCHWAB and its Subsidiaries as of December 31, 1997 and December 31, 1998, inclusive, as reported in the Form 10-K's, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to SCHWAB, and the unaudited consolidated balance sheet of SCHWAB and its Subsidiaries as of September 30, 1999, and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the nine months ended September 30, 1999, as reported in the SCHWAB Form 10-Q do, and any financial statements filed by SCHWAB with the SEC under the Exchange Act after the date of this Agreement (including the related notes, where applicable) will, fairly present in all material respects (including the related notes, where applicable) the consolidated financial position and results of operations and changes in stockholders' equity and cash flows of SCHWAB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply or will comply with applicable accounting requirements and with the published rules and regulations thereunder when filedof the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, except in the case of unaudited financial statements for the absence of certain footnotes and schedules. The books and records of SCHWAB and its Subsidiaries have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. As of the date hereofof filing or mailing, there are as the case may be, no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, SCHWAB Report contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. None of misleading (except to the DSKX Subsidiaries is required to file extent corrected in a subsequent filed registration statement, prospectus, report, schedule, proxy statement or furnish any forms, reports or other documents with the SECcommunication).

SEC Reports. DSKX CER has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) filed all reports required to be filed by it under the Exchange Act, including (ipursuant to Section 13(a) Annual Reports on Form 10-K for or 15(d) thereof, through the fiscal years period ended December 31, 2014 and 2013, as filed with 2009. The Annual Report for the SEC, which contained audited balance sheets of DSKX as of year ended December 31, 2014 and 20132009 was not filed timely, and the related statements of operation, changes in shareholders’ equity and cash flows Quarterly Reports for the years then ended; (ii) Quarterly Reports on Form 10-Q for three quarters ending during the quarterly periods ended September 30, 2015, (iii) all other year 2010 have not been filed and are late. CER is currently delinquent in its obligations to file its SEC Reports. Such reports required to be filed and as filed by DSKX CER under the Exchange Act, including pursuant to Section 13 or subsections (a13(a) or (iv15(d) of Section 14 of thereof, together with any materials filed or furnished by CER under the Exchange Act with the SEC (Act, whether or not any such of the foregoing filings with the SEC reports were required are being collectively referred to herein as the “DSKX SEC Reports” and, together with this Loan Agreement, the “Disclosure Materials”). The DSKX As of their respective dates, the SEC Reports constitute all of the documents required to be when filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have CER complied and remain compliant in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any promulgated thereunder, and none of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statementswhen filed by CER, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of CER and its consolidated subsidiaries and affiliated controlled companies included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the DSKX Subsidiaries SEC with respect thereto as in effect at the time of filing. Such financial statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes 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 CER and its consolidated subsidiaries and affiliated controlled companies as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which CER or any Subsidiary is a party or to which the property or assets of CER or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to file be included or furnish any forms, reports or other documents with identified pursuant to the rules and regulations of the SEC.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under The Company has filed with the Securities ActSEC, and (b) all among other reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 1020-K F for the fiscal years ended December 31, 2014 1997 and 2013, 1998 as filed with the United States Securities and Exchange Commission (the "SEC"), which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for all other documents filed with the quarterly periods ended September 30SEC (pursuant to Section 13, 201514(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) and the Canadian securities regulatory authorities since January 1, 1996 and (iii) all other reports registration statements filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC since January 1, 1996, which are all the documents (such of other than preliminary material) that the foregoing filings Company filed or was required to file with the SEC are collectively or the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to herein collectively as the “DSKX "SEC Reports”REPORTS"). The DSKX Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the SEC Reports constitute all of (as the documents required to be filed same may have been amended or furnished by DSKX with the SEC, including under Section 13 or subsections (aotherwise modified) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") or the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect thereunder applicable to any of such reports and registration statements. Except to the DSKX SEC Reports. As extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Reports did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None . (b) The audited consolidated financial statements as at and for the period ended December 31, 1998 of the DSKX Subsidiaries is required Company included in the SEC Reports (the "1998 FINANCIAL STATEMENTS") comply as to file form in all material respects with accounting requirements of the Securities Act or furnish any formsthe Exchange Act, reports or other documents as applicable, and with the SECpublished rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("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 financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) 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 financial position of 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 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 Company 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 and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries, accounting system or records, or access thereto, is under the control of a 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 United States in the most recently completed fiscal year, and as of September 30, 1999 owned, either directly or indirectly, assets in the United States with an aggregate book value of less than $15,000,000.

SEC Reports. DSKX Eclipsys has furnished or heretofore made available to PHMD complete MSI Solutions and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including MSI Services (i) Eclipsys' Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 1998 including all exhibits thereto and 2013items incorporated therein by reference, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Eclipsys' Quarterly Reports Report on Form 10-Q for the quarterly periods quarter ended September 30March 31, 20151999 including all exhibits thereto and items incorporated therein by reference, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or the Proxy Statement relating to Eclipsys' Annual Meeting of Stockholders held on April 21, 1999, and (iv) of Section 14 of the Exchange Act all Current Reports on Form 8-K filed by Eclipsys with the SEC Securities and Exchange Commission since December 31, 1998, including all exhibits thereto and items incorporated therein by reference (such of the foregoing filings with the SEC are collectively Items (i) through (iv) in this sentence being referred to herein collectively as the “DSKX "Eclipsys SEC Reports”"). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX Eclipsys SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Reports did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any Since August 6, 1998, Eclipsys has timely filed all forms, reports or other and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the Securities Act and the Exchange Act, and the applicable rules and regulations promulgated thereunder each of which complied as to form, at the time such form, document or report was filed, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations promulgated thereunder. Neither Eclipsys nor any of its subsidiaries has since December 31, 1998, (i) failed to pay any dividend or sinking fund installment on preferred stock, or (ii) defaulted (a) on any installment or installments of indebtedness for borrowed money, or (b) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of Eclipsys and its subsidiaries taken as a whole.

SEC Reports. DSKX The Company has furnished or previously made available to PHMD the Purchaser true and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the its fiscal years year ended December 31, 2014 and 20132004, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Current Reports on Form 108-Q for the quarterly periods ended September 30K filed on January 5, 20152005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005 and March 8, 2005 and (iii) all any other reports or registration statements filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act Company with the SEC Commission since January 1, 2005, except for preliminary material, which are all the documents that the Company was required to file since that date (such of the foregoing filings with the SEC are collectively referred to herein as collectively, the “DSKX SEC Reports”). The DSKX As of their respective dates, the SEC Reports constitute all of the documents required complied as to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect Commission thereunder applicable to any of the DSKX such SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference thereinwhen read together with previously filed SEC Reports, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. None Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the DSKX Subsidiaries is required Company included in the SEC Reports comply as to file or furnish any forms, reports or other documents form in all material respects with applicable accounting requirements and with the SECpublished rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the period indicated. Since December 31, 2004, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC reports, except as set forth in the Disclosure Schedule or changes in the ordinary course of business that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports. DSKX Parent has furnished or previously made available to PHMD the Company an accurate and complete and accurate copies, as amended or supplemented, copy of its each (a) Registration Statements for registering securities under registration statement, prospectus, report, schedule and proxy statement filed with or furnished to the SEC since December 31, 2013 by Parent pursuant to the Securities Act, Act or the Exchange Act (the “Parent Reports”) and (b) all reports required communication mailed by Parent to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended its shareholders since December 31, 2014 2013 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred prior to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are and no outstanding such Parent Report or unresolved comments in comment letters received from the staff communication, as of the SEC with respect to any date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the DSKX SEC Reports. As of their respective datesrelevant meetings, the DSKX SEC Reportsrespectively), including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. None Since December 31, 2013, as of their respective dates, all Parent Reports filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of the DSKX SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Parent Reports. {Clients/1598/00283791.DOCX/11 } -38- 4.12 Compliance with Applicable Law. Parent and each of its Subsidiaries hold, and have at all times since January 1, 2013, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, and to the Knowledge of Parent, no suspension or cancellation of any such necessary license, franchise, permit or authorization is required threatened. Parent and each of its Subsidiaries have complied with and are not in default or violation under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to file Parent or furnish any formsof its Subsidiaries, reports including without limitation all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the False Claims Act, the Servicemembers Civil Relief Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans, except for noncompliance, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, none of Parent, or any of its Subsidiaries, or to the Knowledge of Parent, any director, officer, employee, agent or other documents with person acting on behalf of Parent or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries, (iii) violated any provision that would result in the SECviolation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Parent or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

SEC Reports. DSKX Globalstar has furnished filed each form, report, schedule, registration statement, registration exemption, if applicable, proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed by Globalstar pursuant to the Securities Act or made available to PHMD complete and accurate copiesthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC since November 2, 2006 (as such documents have since the time of their filing been amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX Each of the SEC Reports constitute all of the documents required to be filed or furnished by DSKX with on or prior to the SECdate hereof, including under Section 13 or subsections (a) or (c) at the time of Section 14 its filing, complied, and each of the Exchange Act, through SEC Reports filed or furnished after the date of this Agreement. The DSKX SEC Reports have complied and remain compliant hereof will comply, in all material respects respects, with the applicable requirements of each of the Exchange Act and the Securities Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reportsthereunder. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, Reports did not containnot, and they currently do not containany SEC Reports filed or furnished with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. None The audited and unaudited consolidated financial statements of Globalstar included in the SEC Reports fairly present in conformity in all material respects with GAAP (except as may be indicated in the notes thereto) the consolidated financial position of Globalstar and its consolidated subsidiaries as of the DSKX Subsidiaries is dates thereof and their consolidated results of operations and changes in financial position for the periods then ended. There has been no material adverse change to the business or financial condition of Globalstar that has not been disclosed in the SEC Reports or that has arisen since the date of the last SEC Report which would have required to file or furnish any forms, reports or other documents with the SECdisclosure thereof.

SEC Reports. DSKX The Company has furnished or made available heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to PHMD complete and accurate copiesthe Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports and other documents required to be filed under the Exchange Actfiled, including (i) an Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 2013, as filed with [fiscal year prior to issuance of Shares] (the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on "Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”K"). The DSKX SEC Reports constitute all None of the documents such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed or furnished by DSKX with the SEC, including SEC under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of (the DSKX "SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Filings") contains any untrue statement of a material fact or omit 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. Since December 31, [fiscal year prior to issuance of Shares], the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the [fiscal year prior to issuance of Shares] Annual Report to the Stockholders (the "Annual Report") and the unaudited financial statements contained in the 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 applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, 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. Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the Company's SEC Filings, there has been no:SEC Reports. The Company has heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). None of the DSKX Subsidiaries is such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to file or furnish any forms, reports or other documents be filed with the SEC.SEC under the rules and regulations of the SEC (the "SEC Filings") contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1996 Annual Report to the Stockholders (the "1996 Annual Report") and the unaudited financial statements contained in the 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 applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, 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

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be The Purchaser has timely filed under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013or furnished, as filed with the SECapplicable, which contained audited balance sheets of DSKX as of December 31all forms, 2014 reports and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX it with the SECSEC since November 1, 2013 pursuant to the Securities Act or the Securities Exchange Act (such forms, reports and documents so filed, furnished or provided, including under Section 13 or subsections any amendment thereto, collectively, the “SEC Reports”). As of their respective dates of filing (a) or (c) and as of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX any amendment or incorporation by reference), each of the SEC Reports have (i) complied and remain compliant in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, each as in effect on the dates of such SEC Report and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, (ii) did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (b) Since the date of the DSKX latest SEC Report, (i) the Purchaser and its Subsidiaries is required have operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) no fact or event has occurred or circumstance or change has arisen that, individually or in the aggregate, has had or would reasonably be likely to file have a Purchaser Material Adverse Effect. (c) The financial statements (including the related notes and schedules) of the Purchaser and its consolidated Subsidiaries (the “Purchaser Financial Statements”) included in the SEC Reports (i) have been prepared in accordance with Applicable Accounting Standard applied on a consistent basis during the periods involved and (ii) fairly present in all material respects the consolidated financial position of the Purchaser and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, shareholders’ equity and cash flows of the Purchaser and its consolidated Subsidiaries for the periods then ended. (d) The Purchaser and its Subsidiaries have no Liabilities that would have a Purchaser Material Adverse Effect other than (i) Liabilities reflected, accrued or furnish reserved in the most recent audited balance sheet included in the Purchaser Financial Statements as of the date hereof, (ii) Liabilities incurred by the Purchaser or any formsof its Subsidiaries after the most recent audited balance sheet included in the Purchaser Financial Statements in the ordinary course of business consistent with past practice or otherwise disclosed in the SEC Reports, reports and (iii) Liabilities incurred in connection with this Agreement or other documents with the SECTransaction Documents.

SEC Reports. DSKX Parent has furnished or made available to PHMD the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the Exchange Act, including (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31November 30, 2014 and 20132014, as filed with the SEC, which contained audited balance sheets of DSKX Parent as of December 31November 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iiib) all other reports filed by DSKX Parent under Section 13 or subsections (a) or (ivc) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC reports are collectively referred to herein as the “DSKX SEC Parent Reports”). The DSKX SEC Parent Reports constitute all of the documents required to be filed or furnished by DSKX Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Parent Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Parent Reports. As of their respective dates, the DSKX SEC Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

SEC Reports. DSKX has furnished or made available to PHMD complete and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under Seller has timely filed all required documents with the U.S. Securities Actand Exchange Commission (the "SEC") since January 2003, including all certifications and statements required by (bi) all reports required to be filed Rule 13-a-14 or 15d-14 under the Exchange Act, including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; Act or (ii) Quarterly Reports on Form 10-Q for 18 U.S.C. Section 1350 with respect to such documents (collectively, the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the "Seller SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”Documents"). The DSKX As of their respective dates, the Seller SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have Documents complied and remain compliant in all material respects with the requirements of the Exchange Securities Act and of 1933, as amended (together with the rules and regulations thereunder when promulgated thereunder, the "Securities Act"), or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and, at the respective times they were filed. As , none of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the Seller SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None Seller has made available to Parent and Buyer accurate and complete copies of all Seller SEC Documents. (b) The consolidated financial statements (including, in each case, any notes thereto) of Seller included in the Seller SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the DSKX Subsidiaries is required SEC with respect thereto, were prepared in accordance with generally accepted U.S. accounting principles ("GAAP") and SEC Regulation S-X or S-B (except, in the case of the unaudited statements, as permitted by Form 10-Q or 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Seller as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to file or furnish normal year end audit adjustments and to any forms, reports or other documents adjustments described therein). Except as disclosed in the Seller SEC Documents filed with the SECSEC prior to the date of this Agreement or as required by GAAP, Seller has not, since March 31, 2005, the date of its last Quarterly Report on Form 10-QSB filed by Seller with the SEC (the "Seller Quarterly Report"), made any material change in the accounting practices or policies applied in the preparation of financial statements.

SEC Reports. DSKX Ultimate Parent has furnished or filed and made available to PHMD complete Sellers via XXXXX all forms, reports and accurate copiesother documents publicly filed by Ultimate Parent with the Securities Exchange Commission under the Securities Exchange Act of 1934, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the “Exchange Act”), since January 1, 2015. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (iincluding those that Ultimate Parent may file after the date hereof and prior to the Closing Date) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX Ultimate Parent SEC Reports”). .” The DSKX Ultimate Parent SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or were filed on a timely basis, (cb) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereofSecurities Exchange Commission thereunder and (c) did not, there are no outstanding at the time they were filed (except to the extent corrected or unresolved comments in comment letters received from the staff of the superseded by a subsequent Ultimate Parent SEC with respect to any of the DSKX SEC Reports. As of their respective datesDocument), the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of their respective dates, the financial statements included in the Ultimate Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the DSKX Subsidiaries is required Securities Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to file normal year-end audit adjustments or furnish any formsotherwise as permitted by Form 10-Q of the Securities Exchange Commission), reports or other documents with and (z) fairly present (subject in the SECcase of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Ultimate Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. DSKX Quixote has furnished or made available to PHMD complete filed all required forms, reports and accurate copiesdocuments with the Securities and Exchange Commission (“SEC”) since June 30, 2002, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports required to be filed under the “Exchange Act”), each as in effect on the date so filed. Quixote has heretofore delivered to Sellers, in the form filed with the SEC (including (i) any amendments thereto), Quixote’s Annual Reports Report on Form 10-K for the fiscal years year ended December 31June 30, 2014 and 20132003, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quixote’s Quarterly Reports Report on Form 10-Q for the quarterly periods quarter ended September 30, 20152003, (iii) all other reports and Quixote’s definitive proxy statement filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC at the time of or subsequent to such annual report (such of the foregoing filings with the SEC are collectively annual report, quarterly report and subsequent reports being referred to herein collectively as the “DSKX SEC Reports”). The DSKX SEC Reports constitute all of the documents required comply as to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules rule and regulations thereunder when filedpromulgated thereunder. As None of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, statements or schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information in any SEC Report has been reused or superseded by a later filed SEC Report filed and publicly available prior to the date hereof, none of the DSKX Subsidiaries is SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to file be stated therein or furnish necessary to make the statements therein, not misleading. The audited consolidated financial statements of Quixote included in Quixote’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 were prepared in accordance with Generally Accepted Accounting Principles consistently applied throughout the periods specified therein, and present fairly, in all material respects, the consolidated financial position and results of operations of Quixote for the periods specified therein. Since July 1, 2003, there has been no Material Adverse Effect on Quixote’s business, and Quixote has disclosed to Sellers any formsmaterial adverse information related to Quixote. For purposes of this Section 3.2(f), reports or other documents with “material” has the SECmeaning used by courts and the SEC when applying the Securities Act and the Exchange Act to particular facts and circumstances.

SEC Reports. DSKX NeoStem has furnished or made available to PHMD complete filed all forms, reports and accurate copies, as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and (b) all reports documents required to be filed under by it with the Exchange ActSEC since December 31, including 2007 (ithe “NeoStem Audit Date”) (including, without limitation, NeoStem’s Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2014 and 2013, as 2007 filed with the SECSEC on March 28, which contained audited balance sheets of DSKX 2008, as of December 31amended by Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on April 29, 2014 and 20132008, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) NeoStem’s Quarterly Reports Report on Form Forms 10-Q for the quarterly periods quarters ended September March 31 and June 30, 2015, (iii) 2008 and all other reports filed certifications and statements required by DSKX Rule 13a-14 or 15d-14 under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act or 18 U.S.C. §1350 (Section 906 of SOX) with respect to any Annual Reports or Proxy Statements, and Current Reports on Form 8-K), pursuant to the federal securities laws and the SEC’s rules and regulations thereunder, and SOX and all rules and regulations thereunder (collectively, and together with all forms, reports and documents filed by NeoStem with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as after December 31, 2007, including any amendments thereto, the “DSKX NeoStem SEC Reports”). The DSKX Except as set forth in Section 4.10 of the NeoStem Disclosure Statement, NeoStem SEC Reports constitute all of the documents required to were or will, as applicable, be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant prepared in all material respects accordance with the requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reportsthereunder. As of their respective dates, the DSKX none of NeoStem SEC Reports, including including, without limitation, any financial statements, statements or schedules or exhibits included or incorporated by reference therein, did not contained or will contain, and they currently do not containas applicable, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, as applicable, made, not misleading. None No Subsidiary of the DSKX Subsidiaries NeoStem is or has been required to file or furnish any formsform, reports report, registration statement or other documents document with the SEC.. -31- 4.11 Disclosure Controls and Procedures. NeoStem maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are effective to ensure that all material information concerning NeoStem and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of NeoStem’s filings with the SEC and other public disclosure documents. As used in this Section 4.11, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. 4.12