Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (ai) The Company and each All of its Subsidiaries have timely filed or furnished all formsthe registration statements, prospectuses, reports, schedules, statementsforms, statements and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries with or to the SEC since January October 1, 2014 2003 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiariescollectively, including documents and reports all exhibits thereto, the “▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports”) at the time they were filed (or, if amended or furnished after superseded by a filing prior to the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of then on the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, the Sarbanes Act and the ▇NYSE and the rules and regulations promulgated thereunder, as applicable, and none of such ▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state any 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇All ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Act. As SEC Reports, as of their respective filing dates (and as of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating amendment to the Company respective ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedulesReport), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Act and the NYSE and the rules and regulations promulgated thereunder. (ii) Each of the principal executive officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and the principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (or each former principal executive officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and each former principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants Sections 302 and 906 of the Company as a result Sarbanes Act with respect to the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of or this Section 5.2(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company Sarbanes Act. (iii) ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries are required by GAAP to be included in the consolidated have designed and maintain a system of internal controls over financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” reporting (as defined in Item 303(aRules 13a-15(f) and 15d-15(f) of Regulation Sthe Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ▇▇▇▇▇▇▇-K ▇▇▇▇▇▇ (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the SEC). Exchange Act) to ensure that material information required to be disclosed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to Spinco and its Subsidiaries) in the Company reports that ▇▇▇▇▇▇▇-▇▇▇▇▇▇ files or any Subsidiary submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Companyprincipal executive officer and principal financial officer of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to its auditors and the audit committee of its Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ internal controls over financial reporting (with respect to Spinco and its Subsidiaries) that are reasonably likely to adversely affect in any material respect ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ ability to record, process, summarize and report financial information (with respect to Spinco and its Subsidiaries) and (y) any fraud, whether or not material, that involves management or other employees of Spinco or its Subsidiaries who have a significant role in ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ internal controls over financial reporting. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and Spinco have delivered to Regis any such disclosure made by management to ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ auditors and the audit committee of ▇▇▇▇▇▇▇-▇▇▇▇▇▇’▇ Board of Directors.

Reports and Financial Statements. (a) The From January 1, 2020 through the date of this Agreement, the Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) with the SEC required to be filed or furnished by it with or to the SEC since January 1under the Securities Act or the Exchange Act (the “Company SEC Documents”). As of their respective dates (or, 2014 (all such forms, schedules, statements, documents and reports filed if amended or furnished superseded by the Company or any of its Subsidiaries, including documents and reports filed or furnished after a filing prior to the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment filing (and, in the case of registration statements and proxy statements, on the dates date of effectiveness and the dates of the relevant meetings, respectively)), the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents (excluding, in each case information supplied by Parent or any of its affiliates in writing for inclusion therein) contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date hereof, to the knowledge of this Agreementthe Company, there are no none of the Company SEC Documents is the subject of ongoing SEC review or outstanding or unresolved comments in any comments. The Company has, prior to the date hereof, delivered, or otherwise made available through filings with the SEC, to Parent with accurate and complete copies of all comment letters of the staff of the SEC received by the Company since January 1, 2020 relating to the Company SEC Documents, together with all written responses of the Company thereto. The Company Subsidiary is, or at any time since January 1, 2020 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesi) presents fairlycomplied as to form, as of their respective filing dates, in all material respects, orrespects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in the each case in effect as of Company SEC Documents filed after the date hereoftheir respective filing dates, will present fairly, (ii) fairly presented in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries the Company Subsidiary, as of its date the respective dates thereof, and (ii) each the consolidated results of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto), and (iii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the aggregatecase of the unaudited interim financial statements, material, and to the absence of notes and footnote disclosureextent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries the Company Subsidiary is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of the SEC). (d) Since January 1such Contract is to avoid disclosure of any material transaction involving, 2014or material liabilities of, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of in the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedules, statements, documents documents, schedules and reports (including reports, together with any amendments required to be made with respect thereto and exhibits and all or other information incorporated therein) therein required to be filed or furnished by it the Company prior to the date hereof, with or to the SEC since January 1December 31, 2014 2013 (all such formsdocuments, schedules, statements, together with any documents and reports filed or furnished with the SEC during such periods by the Company or any of its Subsidiarieson a voluntary basis on a Current Report on Form 8-K, including documents and reports filed or furnished after but excluding the date of this AgreementJoint Proxy Statement, collectively, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates dates, or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)amendment, the Company SEC Documents complied in all material respects respects, and all documents required to be filed or furnished by the Company with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Company SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, subject to the last sentence of Section 3.12 with respect to the Joint Proxy Statement, and none of the Company SEC Documents contained contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there There are no outstanding or unresolved comments in any comment letters of the staff of received from the SEC received by the Company relating with respect to the Company SEC DocumentsDocuments and, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Subsidiaries of the Company is, or has at any time since December 31, 2013 been, required to file or is required to file reports with the SEC pursuant to the Exchange Act. (b) (i) Each of the consolidated balance sheets financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (i) fairly presents in all material respects, and the consolidated financial statements (including any all related notes and schedules) presents fairly, in all material respects, or, of the Company included in the case of Subsequent Company SEC Documents filed after the date hereof, will fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notadjustments) and (ii) complied at the time it was filed, individually or and each of the consolidated financial statements (including all related notes and schedules) of the Company included in the aggregateSubsequent Company SEC Documents will comply at the time it is filed, material, as to form in all material respects with applicable accounting requirements and the absence published rules and regulations of notes and footnote disclosurethe SEC with respect thereto, prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared fromSince December 31, and are in accordance in all material respects with2013 to the date of this Agreement, the books Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law and records of as disclosed in the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the CompanySEC Documents. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely filed or furnished all All forms, schedules, statements, certifications, reports and other documents and reports (including exhibits and all other information incorporated by reference therein) required to be have been filed or furnished by it the Company with or to the SEC since January 1, 2014 2022 (all such forms, schedules, statements, documents and reports the “Company SEC Reports”) have been so filed or furnished by the Company or any on a timely basis and, as of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewithare publicly available on EDGAR. As of their respective dates the time it was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing): (and, in the case i) each of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (as the case may be); and (ii) none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated in such Company SEC Report or necessary in order to make the statements in such Company SEC Report, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. No Subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. (b) The financial statements (including any related notes and schedules) contained in the Company SEC Reports: (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 periods covered (except as may be expressly indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by GAAP and the rules and regulations of the SEC); and (iii) fairly presented in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered in each statement (in the case of unaudited financial statements, subject to period-end adjustments as permitted by GAAP and the rules and regulations of the SEC). The Company is not a party to and does not have any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract, in each case, where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Reports. (c) The Company maintains disclosure controls and procedures and internal control over financial reporting required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act and internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the ▇Exchange Act) as required by the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurances (i) that all material information concerning the Company required to be disclosed is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (ii) as to the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, based on its most recent evaluation of internal control over financial reporting, since January 1, 2022, neither the Company’s independent auditors nor the audit committee of the Company Board has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting or (B) any fraud, whether or not material, that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the Nasdaq and, since January 1, 2022, has not received any written notice from the Nasdaq asserting any non-compliance with such rules and regulations. (d) The Company is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amendedapplicable to it. The Company has no outstanding, and has not arranged any outstanding, “extension of credit” to any director or executive officer within the rules and regulations promulgated thereunder (meaning of Section 402 of the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the Original Agreement Date by it with or to the SEC since January 1, 2014 U.S. Securities and Exchange Commission (the “SEC” and all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementreports, the “Company SEC Documents”) and has timely paid all fees due in connection therewithsince January 1, 2018. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted 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, not materially misleading. Since None of the Company’s Subsidiaries are, or at any time since January 1, 20142018 have been, no executive officer required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company has failed included in the Company SEC Documents (the “Company Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto, or with respect to make pro forma financial information, subject to the certifications required of him qualifications stated therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or her under Section 302 or 906 in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ SEC, the Exchange Act and the Securities Act. . (c) As of the date of this AgreementOriginal Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each . As of the consolidated balance sheets included in or incorporated by reference into Original Agreement Date, none of the Company SEC Documents (including any related notes and schedules) presents fairlyis, in all material respects, or, in to the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each knowledge of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case subject of Company ongoing SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyreview. (cd) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any or has a commitment to become a party toeffect, enter into or create, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangementsarrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of the SEC). (d) Since January 1such Contract is to avoid disclosure of any material transaction involving, 2014or material liabilities of, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of its Subsidiaries in the Company Financial Statements or any Subsidiary of the other Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Documents.

Reports and Financial Statements. (a) The Company has previously furnished Parent with true and each complete copies of its Subsidiaries have timely (i) Annual Report to Stockholders and Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 1997 as filed with the Securities and Exchange Commission (the "Commission"), (ii) proxy statements related to all meetings of its shareholders (whether annual or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated thereinspecial) required to be filed or furnished by it with or to the SEC since January 1, 2014 1996 and (all such forms, schedules, statements, documents iii) the other reports (including Forms 10-Q and reports 8-K) or registration statements set forth in Section 6.5 of the Company Disclosure Schedule which have been filed or furnished by the Company or any with the Commission since January 1, 1995, except for preliminary material (in the case of its Subsidiariesclauses (ii) and (iii) above) and except for registration statements on Form S-8 relating to employee benefit plans, which are all the documents that the Company was required to file with the Commission since that date (clauses (i) through (iii) being referred to herein collectively, together with all financial statements (including footnotes), exhibits, schedules thereto and documents and reports filed or furnished after incorporated by reference therein, as the date of this Agreement, the “"Company SEC Documents”) and has timely paid all fees due in connection therewithReports"). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)filing dates, the Company SEC Documents Reports complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective filing dates, the Company SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1None of the Company's subsidiaries is required to file any forms, 2014, no executive officer reports or other documents with the Commission. The consolidated financial statements of the Company has failed included in the Company SEC Reports, including any respect to make forms, reports or other documents filed with the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received Commission by the Company relating subsequent to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, (i) comply as to form in all material respects, respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries as of its date and Commission with respect thereto; (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) generally accepted accounting principles applied on a consistent basis during throughout the periods involved presented (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from) or in the case of unaudited statements, and are as permitted for presentation in accordance quarterly reports on Form 10-Q; (iii) present fairly, in all material respects withrespects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended, subject in the case of interim financial statements to normal year-end adjustments; and (iv) are in all material respects, prepared in accordance with the books of account and records of the Company and its consolidated Subsidiaries. (b) The Company has (i) delivered to Parent true and complete copies of all material correspondence between the Commission and the Company or its legal counsel, accountants or other advisors since January 1, 1995 except for cover letters transmitting SEC reports, and (ii) disclosed to Parent in writing the content of all material discussions between the Commission and the Company or its legal counsel, accountants or other advisors concerning the adequacy of form of any SEC Report filed with the Commission since January 1, 1995. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has is not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements aware of any Person other than issues raised by the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters Commission with respect to the Company or any Subsidiary of the CompanySEC Reports, other than those disclosed to Parent pursuant to clause (i) or (ii) of this Section 6.5(b).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished otherwise transmitted all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished otherwise so transmitted, as applicable, by it with or to the SEC (including under the Securities Act and the Exchange Act) since January 1, 2014 2021 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Company SEC Documents complied in all material respects with the requirements (A) of the Securities Act, (B) the Exchange Act and (C) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, in each case, the applicable rules and regulations promulgated thereunder and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since None of the Company’s Subsidiaries is, or at any time since January 1, 20142021, no has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. The Company is in compliance in all material respects with the applicable listing and corporate governance rules of NYSE. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesthe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and their consolidated Subsidiaries as income, results of its date operations, changes in financial position and cash flows and stockholders’ equity for the respective periods then ended, all in accordance with U.S. generally accepted accounting principles (“GAAP”), (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been were prepared in accordance conformity with GAAP (subjectexcept, in the case of the unaudited statements, as permitted by Form 10-Q and subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements Subsidiaries and (iv) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed , as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or proceduresapplicable. No financial statements of any Person person other than the Company and its consolidated Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2021, and to the date of this Agreement, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy, promulgations by the Financial Accounting Standards Board or applicable Law. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a303(b) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Since December 17, 2021, the Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, prospectuses, registration statements, documents and reports (including exhibits and all other information incorporated therein) with the SEC on a timely basis that have been required to be filed or furnished by it with or pursuant to applicable Law (the “Company SEC since January 1Documents”), 2014 (all such formseach of which, schedules, statements, documents and reports filed or furnished by the Company or any in each case as of its Subsidiariesdate, including documents and reports filed or furnished after or, if amended, as finally amended prior to the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, complied as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the date of this Agreement, as of the Company SEC Documents date of such amended or superseding filing) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) Since January 1August 3, 20142022, (i) there has been no executive officer material correspondence between the SEC and the Company that is not publicly available on the Electronic Data Gathering, Analysis and Retrieval database of the SEC or that is not set forth or reflected in the Company SEC Documents or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC that any of the Company SEC Documents are the subject of ongoing SEC review. (c) Since December 17, 2021, the Company has failed complied in any respect to make all material respects with the certifications required applicable listing and corporate governance rules and regulations of him or her under Section 302 or 906 NASDAQ. (d) No Subsidiary of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As Company is required to file or furnish any forms, reports, schedules, statements, prospectuses, registration statements or documents with the SEC pursuant to the applicable Law. (e) The consolidated financial statements (including all related notes and schedules) of the Company and its Subsidiaries included or incorporated by reference in the Company SEC Documents filed or furnished with the SEC on or after August 3, 2022 (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, there are no outstanding such amended or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the superseding Company SEC Documents. (bDocument) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, fairly presented in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date the respective dates thereof, and (ii) each the consolidated results of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto), (ii) were prepared in conformity with GAAP (except, in the aggregatecase of the unaudited financial statements, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with(iii) as of their respective filing dates (or, if any such Company SEC Document is amended or superseded by a filing prior to the books and records date of the this Agreement, such amended or superseding Company and its consolidated Subsidiaries. The Company Financial Statements comply SEC Document), complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters SEC with respect to the Company or any Subsidiary of the Companythereto.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have (including each predecessor of any such Subsidiary prior to it becoming a Subsidiary) has timely filed or furnished all formsregistrations, statements, schedules, statementsforms, documents, reports and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the date hereof by it with or to the SEC U.S. Securities and Exchange Commission (the "SEC") since January 1, 2014 2011 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “"Company SEC Documents”") and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)") as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesthe "Company Financial Statements") presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into for the Company SEC Documents respective periods then ended (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, orsubject, in the case of Company SEC Documents filed after unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described therein, including the date hereofnotes thereto), will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been (ii) were prepared in accordance conformity with GAAP U.S. generally accepted accounting principles (subject"GAAP") (except, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , and (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiariessubsidiaries. The books and records of the Company Financial Statements comply as to form and its Subsidiaries have been, and are being, maintained in all material respects in accordance with the GAAP and any other applicable requirements of the Exchange Act legal and the Securities Actaccounting requirements. PricewaterhouseCoopers LLC LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement disagreements with the Company on a matter of accounting principles or practices, financial statement disclosures disclosure or auditing scope, practices scope or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyprocedure. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “"off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. CMGI and Engage have previously -------------------------------- furnished or made available to the Company complete and accurate copies, as amended or supplemented, of: (a) The Company CMGI's Annual Report on Form 10-K for the fiscal year ended July 31, 1998, as filed with the Securities and each Exchange Commission (the "SEC"); (b) all other reports filed by CMGI under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since July 31, 1998; (c) Engage's final prospectus dated July 19, 1999 filed with the SEC as part of its Subsidiaries have timely initial public offering of Engage Common Stock; and (d) all reports filed by Engage under Section 13 or furnished subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since the closing of its initial public offering of Engage Common Stock (the reports listed in subsections (a) and (b) are collectively referred to herein as the "CMGI Reports" and the reports listed in subsections (c) and (d) are collectively referred to herein as the "Engage Reports"). The CMGI Reports and the Engage Reports constitute all forms, schedules, statements, of the documents and reports (including exhibits and all other information incorporated therein) required to be filed by CMGI and Engage, respectively, under Section 13 or furnished by it subsections (a) or (c) of Section 14 of the Exchange Act with or to the SEC since January 1from July 31, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after 1998 through the date of this Agreement, the “Company SEC Documents”) . The CMGI Reports and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents Engage Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (when filed. As of their respective dates, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, CMGI Reports and none of the Company SEC Documents contained Engage Reports did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1, 2014, no executive officer of The audited financial statements and unaudited interim financial statements included in the Company has failed CMGI Reports and Engage Reports (i) complied as to form in any respect to make all material respects with applicable accounting requirements and the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff published rules and regulations of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairlywith respect thereto when filed, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been were prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of CMGI and Engage, as the case may be, as of the respective dates thereof and for the periods referred to therein, and (iv) are in accordance in all material respects with, consistent with the books and records of CMGI and Engage, as the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companycase may be. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the date hereof by it with or to the SEC since January 1, 2014 U.S. Securities and Exchange Commission (the “SEC” and all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementreports, the “Company SEC Documents”) and has timely paid all fees due in connection therewithsince January 1, 2018. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted 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, not materially misleading. Since None of the Company’s Subsidiaries are, or at any time since January 1, 20142018 have been, no executive officer required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company has failed included in the Company SEC Documents (the “Company Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto, or with respect to make pro forma financial information, subject to the certifications required of him qualifications stated therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or her under Section 302 or 906 in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ SEC, the Exchange Act and the Securities Act. . (c) As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each . As of the consolidated balance sheets included in or incorporated by reference into date hereof, none of the Company SEC Documents (including any related notes and schedules) presents fairlyis, in all material respects, or, in to the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each knowledge of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case subject of Company ongoing SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyreview. (cd) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any or has a commitment to become a party toeffect, enter into or create, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangementsarrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of the SEC). (d) Since January 1such Contract is to avoid disclosure of any material transaction involving, 2014or material liabilities of, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of its Subsidiaries in the Company Financial Statements or any Subsidiary of the other Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Documents.

Reports and Financial Statements. (a) The Company and each insci-statements has to the best of its Subsidiaries have timely knowledge filed or furnished all formsrequired reports, schedules, forms, statements, and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with the Securities and Exchange Commission ("SEC") (collectively, including all exhibits thereto, the "SEC Reports"). To insci-statements' knowledge, no subsidiary of insci-statements is required to file any form, report or to other document with the SEC. None of the SEC since January 1Reports, 2014 as of their respective dates (all such formsand, schedules, statements, documents and reports filed if amended or furnished superseded by the Company or any of its Subsidiaries, including documents and reports filed or furnished after a filing prior to the date of this AgreementAgreement or the Closing Date, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of then on the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets financial statements (including the related notes) included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) Reports presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, flows of insci-statements and its Subsidiaries as the case may be, of the Company and its consolidated Subsidiaries respective dates or for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (, and subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments that are notadjustments. All of such SEC Reports, individually or in the aggregate, material, as of their respective dates (and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply date of any amendment to the respective SEC Report), compiled as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company rules and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyregulations promulgated thereunder. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished in all material respects all forms, documents, schedules, statements, reports and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1December 31, 2014 2018 together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (all such forms, documents, schedules, statements, reports and other documents and reports filed or furnished by the Company since such date, as supplemented or any amended since the time of its Subsidiaries, including documents filing and reports filed or furnished after the date of this Agreementtogether with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer None of the Subsidiaries of the Company has failed in any respect is currently required to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of file periodic reports with the SEC received by the Company relating or under any applicable foreign securities Law or to the Company SEC Documentsany foreign securities exchange or quotation service. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesi) presents fairly, fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date the respective dates thereof, and (ii) each the consolidated results of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into for the Company SEC Documents respective periods then ended (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, orsubject, in the case of Company SEC Documents filed after unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the date hereofnotes thereto), will present fairly, (ii) were prepared in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared respects in accordance conformity with GAAP U.S. generally accepted accounting principles (subject“GAAP”) (except, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in as permitted by the aggregate, material, and the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been , (iii) were prepared from, from and are in accordance with in all material respects withthe books, the books records and records accounts of the Company and its consolidated Subsidiaries. The Company Financial Statements , and (iv) comply as to form in all material respects with the applicable accounting requirements of under the Securities Act, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants applicable rules and regulations of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the CompanySEC. (c) Neither The Company has made available to Parent complete and correct copies of all written correspondence between the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its SubsidiariesSEC, on the one hand, and the Company or any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or personof its Subsidiaries, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K , since December 31, 2018. As of the SEC)date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. (d) Since January 1, 2014, none The Company has provided to Parent prior to the date hereof true and complete copies of the Company nor any Subsidiary audited financial statements, prepared in accordance with GAAP, of each of the Company norCREM Clients, for the three (3) fiscal years ending December 31, 2020, December 31, 2019 and December 31, 2018 (each hereinafter referred to the knowledge as a “CREM Client Financial Statement”). Each of the Company, any director, officer, employee, auditor or accountant CREM Client Financial Statements is consistent in all material respects with the books and records of the Company or any Subsidiary related CREM Client, and presents fairly in all material respects the consolidated financial position of the CompanyCREM Client in accordance with GAAP, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding applied on a consistent basis (except as otherwise noted therein) at the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods respective date of such CREM Client Financial Statement and the Company or any Subsidiary results of operations and cash flows for the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companyrespective periods indicated.

Reports and Financial Statements. The Company (a) The Company has heretofore made available to Parent true and each complete copies of its Subsidiaries have timely filed or furnished all formsreports, schedules, registration statements, definitive proxy statements and other documents and reports (including exhibits and in each case together with all other information incorporated thereinamendments thereto) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiarieswith the Commission from December 31, including documents and reports filed or furnished after 2000 to the date of this Agreement, and (b) agrees to timely file, and to make available to Parent promptly after the “filing thereof true and complete copies of, all reports, registration statements and other documents (including exhibits and in each case together with all amendments thereto) required to be filed by the Company with the Commission after the date hereof and prior to the Closing Date (such reports, registration statements, definitive proxy statements and other documents, together with any amendments thereto, are collectively referred to as the "Company SEC Documents”Reports"). The Company SEC Reports filed with the Commission constitute, and the Company SEC Reports to be made after the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that the Company was or will be required to file with the Commission from December 31, 2000, to the date hereof and has timely paid all fees due the Closing Date, respectively. Except as described in connection therewith. As Section 4.4 of the Company Disclosure Letter, as of their respective dates ordates, if amended, as each of the date of the last such amendment (Company SEC Reports complied and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied Reports filed after the date hereof and prior to the Closing Date will comply, in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (thereunder. As of their respective dates, none of the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as Company SEC Reports filed with the case may beCommission contained, and none of the Company SEC Documents contained Reports filed with the Commission after the date hereof shall contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not misleading. Since January 1, 2014, no executive officer Except as described in Section 4.4 of the Company has failed Disclosure Letter, when filed with the Commission, the financial statements included in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of Reports complied, and the consolidated balance sheets financial statements included in or incorporated by reference into the any Company SEC Documents (including any related notes and schedules) presents fairlyReports filed with the Commission after the date hereof will comply, as to form in all material respects, or, in respects with the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position applicable rules and regulations of the Company Commission and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive losswere, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive losswill have been, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subjectGAAP, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) consistently applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto). The Company Financial Statements have been prepared fromSuch financial statements fairly present, and are in accordance in all material respects withor will fairly present, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants financial position of the Company as a result at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, recurring year-end audit adjustments. Except as and to the extent reflected or reserved against in the financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004 or as disclosed therein or in connection with any disagreement with Section 4.4 of the Company on a matter Disclosure Letter, the Company did not have as of accounting principles such date any actual or practicespotential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), that individually or in the aggregate was (or may be) material to the business, assets, financial statement disclosures condition, results of operations or auditing scope, practices or procedures. No financial statements prospects of any Person other than the Company and its Subsidiaries are taken as a whole or that exceeds $50,000 individually, or $100,000 in the aggregate or that individually is required by the applicable rules and regulations of the Commission and GAAP to be included disclosed, reflected or reserved against in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, notes thereto). Except as described on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none Section 4.4 of the Company nor Disclosure Letter, since March 31, 2004 through the date hereof, the Company has not incurred any Subsidiary such actual or potential liability or obligation. Except as set forth on Section 4.4 of the Company norDisclosure Letter, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company has not guaranteed or otherwise agreed to become responsible for any Subsidiary Indebtedness of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companyother Person.

Reports and Financial Statements. (ai) The Company and It has delivered to the other party each of its Subsidiaries have timely filed registration statement, offering circular, report, definitive joint proxy statement or furnished all formsinformation statement filed, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed used or furnished circulated by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of under the Securities Act, the Exchange Act and state securities and "Blue Sky" laws with respect to periods since January 1, 1998 through the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act date of 2002this Plan and will promptly deliver each such registration statement, as amendedoffering circular, report, definitive proxy statement or information statement filed, used or circulated after the date hereof (collectively, whether filed before or after the date hereof, its "Reports"), each in the form (including exhibits and any amendments thereto) filed with the rules Securities and regulations promulgated thereunder Exchange Commission (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”"SEC") (or if not so filed, in the form used or circulated). (ii) As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Plan), as each of the Reports, including the financial statements, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied (and each of the Reports filed after the date of this Plan, will comply) in all material respects with applicable Securities Laws and did not (or in the case may beof Reports filed after the date of this Plan, and none of the Company SEC Documents contained will not) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (iiii) Each of the its consolidated statements of condition or balance sheets included in or incorporated by reference into its Reports, including the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, fairly presented (or, in the case of Company SEC Documents filed Reports prepared after the date hereofof this Plan, will present fairly, in all material respects, fairly present) the consolidated financial position of the Company it and its consolidated Subsidiaries subsidi- aries as of its the date of such statement of condition or balance sheet and (ii) each of the Company’s consolidated statements of operations and comprehensive lossincome, changes in stockholders’ equity (deficit) and cash flows and shareholders' equity included in or incorporated by reference into the Company SEC Documents (its Reports, including any related notes and schedules) , fairly presented (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed Reports prepared after the date hereofof this Plan, will present fairly, in all material respects, fairly present) the consolidated results of operations operations, retained earnings and cash flows, as the case may be, of the Company it and its consolidated Subsidiaries subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP therein (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notadjustments), individually or in the aggregate, material, and the absence of notes and footnote disclosure) each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (involved, except as may be indicated therein or in the notes thereto)noted therein. The Company Financial Statements have been prepared fromCollectively, and are in accordance in all material respects with, the books and records of the Company and its foregoing consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial condition or balance sheets, statements of the Companyincome, cash flows and shareholders' equity are referred to as its "Financial Statements". (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedulesdocuments, statements, documents statements and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since July 1, 2004 (the forms, documents, statements and reports filed with the SEC since January July 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries2004, including documents and reports filed or furnished after the date of this Agreementany amendments thereto, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates dates, or, if amendedamended or superseded by a subsequent filing made prior to the date hereof, as of the date of the last such amendment (and, in or superseding filing prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. Since January 1, 2014, no executive officer No Subsidiary of the Company has failed in any respect is subject to make the certifications required of him or her under Section 302 or 906 periodic reporting requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents The financial statements (including any all related notes and schedules) presents fairly, of the Company and its Subsidiaries included in the Company SEC Documents complied as to form in all material respectsrespects with the published rules and regulations of the SEC with respect thereto, or, in the case of Company SEC Documents filed after the date hereof, will fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date at the respective dates thereof, and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of their operations and their cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that and to any other adjustments expressly described therein, including the notes thereto, none of which are notexpected to have a Company Material Adverse Effect) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, individually or in the aggregatecase of the unaudited statements, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither To the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Knowledge of the SEC). (d) Since January 1Company, 2014as of the date of this Agreement, none of the Company nor any Subsidiary SEC Documents is the subject of the Company norongoing SEC review, to the knowledge of the Company, any director, officer, employee, auditor outstanding SEC investigation or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companyoutstanding SEC comment.

Reports and Financial Statements. The Company (a) The Company has heretofore made available to Parent true and each complete copies of its Subsidiaries have timely filed or furnished all formsreports, schedules, registration statements, definitive proxy statements and other documents and reports (including exhibits and in each case together with all other information incorporated thereinamendments thereto) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiarieswith the Commission from December 31, including documents and reports filed or furnished after 2000 to the date of this Agreement, and (b) agrees to timely file, and to make available to Parent promptly after the “filing thereof true and complete copies of, all reports, registration statements and other documents (including exhibits and in each case together with all amendments thereto) required to be filed by the Company with the Commission after the date hereof and prior to the Closing Date (such reports, registration statements, definitive proxy statements and other documents, together with any amendments thereto, are collectively referred to as the "COMPANY SEC REPORTS"). The Company SEC Documents”Reports filed with the Commission constitute, and the Company SEC Reports to be made after the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that the Company was or will be required to file with the Commission from December 31, 2000, to the date hereof and has timely paid all fees due the Closing Date, respectively. Except as described in connection therewith. As Section 4.4 of the Company Disclosure Letter, as of their respective dates ordates, if amended, as each of the date of the last such amendment (Company SEC Reports complied and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied Reports filed after the date hereof and prior to the Closing Date will comply, in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (thereunder. As of their respective dates, none of the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as Company SEC Reports filed with the case may beCommission contained, and none of the Company SEC Documents contained Reports filed with the Commission after the date hereof shall contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or are made, not misleading. Since January 1, 2014, no executive officer Except as described in Section 4.4 of the Company has failed Disclosure Letter, when filed with the Commission, the financial statements included in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of Reports complied, and the consolidated balance sheets financial statements included in or incorporated by reference into the any Company SEC Documents (including any related notes and schedules) presents fairlyReports filed with the Commission after the date hereof will comply, as to form in all material respects, or, in respects with the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position applicable rules and regulations of the Company Commission and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive losswere, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive losswill have been, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subjectGAAP, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) consistently applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto). The Company Financial Statements have been prepared fromSuch financial statements fairly present, and are in accordance in all material respects withor will fairly present, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants financial position of the Company as a result at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, recurring year-end audit adjustments. Except as and to the extent reflected or reserved against in the financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004 or as disclosed therein or in connection with any disagreement with Section 4.4 of the Company on a matter Disclosure Letter, the Company did not have as of accounting principles such date any actual or practicespotential liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other, or whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), that individually or in the aggregate was (or may be) material to the business, assets, financial statement disclosures condition, results of operations or auditing scope, practices or procedures. No financial statements prospects of any Person other than the Company and its Subsidiaries are taken as a whole or that exceeds $50,000 individually, or $100,000 in the aggregate or that individually is required by the applicable rules and regulations of the Commission and GAAP to be included disclosed, reflected or reserved against in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, notes thereto). Except as described on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none Section 4.4 of the Company nor Disclosure Letter, since March 31, 2004 through the date hereof, the Company has not incurred any Subsidiary such actual or potential liability or obligation. Except as set forth on Section 4.4 of the Company norDisclosure Letter, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company has not guaranteed or otherwise agreed to become responsible for any Subsidiary Indebtedness of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companyother Person.

Reports and Financial Statements. (a) The From January 1, 2014 through the date of this Agreement, the Company and each of its Subsidiaries have timely has filed or furnished on a timely basis all forms, schedules, statementsdocuments, documents statements and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statementsdocuments, documents statements and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementreports, the “Company SEC Documents”) and has timely paid all fees due in connection therewithrequired to be filed or furnished prior to the date hereof by it with the SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the dates date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer None of the Company has failed in any respect SEC Documents is, to make the certifications required of him or her under Section 302 or 906 knowledge of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As Company, the subject of the date of this Agreement, there are no ongoing SEC review or outstanding or unresolved comments in any comments. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters of the staff of received and response letters submitted and other correspondence with the SEC received by the Company relating with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. The Company Subsidiary is not, nor at any time since January 1, 2014 has been, required to file any forms, schedules, statements, reports or other documents with the SEC. (b) (i) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Documents financial statements (including any all related notes and schedules) presents fairly, of the Company contained or incorporated by reference in the Company SEC Documents when filed complied as to form in all material respects, or, respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the case time of Company SEC Documents filed after the date hereof, will such filing and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its the Company Subsidiary, as at the respective dates thereof, and the consolidated Subsidiaries as results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto) were prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, in the aggregatecase of the unaudited statements, material, and to the absence of notes and footnote disclosureextent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records As of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as date of this Agreement, there are no inquiries or investigations by the SEC or any internal investigations pending or, to form in all material respects with the applicable requirements knowledge of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or Company, threatened, in connection with each case regarding any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiariesthe Company Subsidiary, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014in each case where the result, none purpose or effect of the Company nor such Contract is to avoid disclosure of any Subsidiary of the Company normaterial transaction involving, to the knowledge of the Companyor material liabilities of, any director, officer, employee, auditor or accountant of the Company or any the Company Subsidiary of in the Company, has received any material complaint, allegation, assertion ’s financial statements or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the other Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or or, to the extent permissible, furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) Company SEC Documents required to be filed or furnished by it with or prior to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) hereof and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since No Subsidiary of the Company is, or at any time since January 1, 20142014 has been, no required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the Company’s Knowledge, the subject of ongoing SEC review. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents filed prior to the date hereof (including any related notes and schedulesthe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s their operations, their consolidated statements of operations and comprehensive lossincomes, their consolidated changes in stockholders’ equity (deficit) and their consolidated cash flows included for the respective periods then ended, (ii) were prepared in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes conformity with GAAP in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, effect as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP respective dates thereof (subjectexcept, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements Subsidiaries and (iv) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities ActAct in effect as of the respective dates thereof. PricewaterhouseCoopers LLC The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and in all material respects reflect only actual transactions. Deloitte & Touche LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as the independent public accountants of the Company. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP was not dismissed as the previous independent public accountants of the Company as a result of or in connection with any disagreement disagreements with the Company on a matter of accounting principles or practices, financial statement disclosures disclosure or auditing scope, practices scope or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyprocedure. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or personPerson, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of promulgated by the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits all exhibits, amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by it with the SEC since January 1, 2005 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2014 (all such forms2005, scheduleswith any amendments thereto, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementcollectively, the “Company SEC DocumentsReports”) and ), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has timely paid complied as to form in all fees due in connection therewith. As of their respective dates or, if amendedmaterial respects, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects filed with the SEC, with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) and, as in each case, the case may be, rules and none regulations of the SEC promulgated thereunder. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Documents contained Reports contained, when filed with the SEC and, if amended, as of the date of such amendment, any untrue statement of a material fact or omitted to state any 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of received from the SEC received by the Company relating staff with respect to the Company SEC DocumentsReports, and (ii) to the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) (i) Each of the consolidated balance sheets financial statements of the Company and its Subsidiaries included in (or incorporated by reference into reference) in the Company SEC Documents Reports (including any the related notes and schedules, where applicable) presents fairly, fairly present in all material respects, or, respects the results of the consolidated operations and changes in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the shareholders’ equity and consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand other adjustments described therein, individually or including the notes thereto). Each of such consolidated financial statements (including the related notes and schedules, where applicable) complied, as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the aggregatecase of unaudited statements, material, as permitted by the rules and regulations of the absence of notes and footnote disclosureSEC) consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated therein in such statements or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the The Company nor any of and its Subsidiaries is have implemented and maintain a party to, nor does it have any commitment system of internal accounting controls designed to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, i) has implemented and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” maintains disclosure controls and procedures (as defined in Item 303(aRule 13a-15(e) of Regulation S-K of the SEC). (dExchange Act) Since January 1designed to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, none is made known to the Chief Executive Officer and the Chief Financial Officer of the Company nor any Subsidiary of the Company norby others within those entities, and (ii) has disclosed to the knowledge of the Company, any directorbased on its most recent evaluation prior to the date of this Agreement, officer, employee, auditor or accountant of to the Company or any Subsidiary Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely affect the Company’s ability to record, has received process, summarize and report financial information and (B) any fraud, whether or not material (unless clearly inconsequential), that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2004, any material complaint, allegation, assertion change in internal control over financial reporting or claim, whether written failure or oral, regarding the accounting, internal accounting inadequacy of disclosure controls or auditing practices, procedures, methodologies or methods of the required to be disclosed in any Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Report has been so disclosed.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1July 21, 2014 (all such forms, schedules, statements, documents 2015 and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after prior to the date of this Agreement, hereof (the “Company SEC DocumentsReports”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1No Subsidiary of the Company is, 2014or at any time since July 21, no 2015, has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct in connection with the SEC Reports. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC DocumentsReports. As of the date hereof, none of the SEC Reports is, to the Company’s Knowledge, the subject of ongoing SEC review. (b) The consolidated financial statements (itaking into account all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents Reports (including any related notes and schedulesi) presents fairly, fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s their operations, their consolidated statements of operations and comprehensive lossincomes, their consolidated changes in stockholders’ equity (deficit) and their consolidated cash flows included for the respective periods then ended, (ii) were prepared in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes conformity with GAAP in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, effect as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP respective dates thereof (subjectexcept, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, ) and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements (iii) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities ActAct in effect as of the respective dates thereof. PricewaterhouseCoopers LLC KPMG LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as the independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or personPerson, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of promulgated by the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesdocuments, statements, documents and reports (including reports, exhibits and all other information incorporated therein) documents required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “SEC”) since January 1December 31, 2014 2009 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents filed on a voluntary basis on Form 8-K and reports filed or furnished after the date of this Agreementin each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates dates, or, if amended, as of the date of the last such amendment amendment, (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), i) the Company SEC Documents complied in all material respects with the requirements of the Securities ActAct of 1933, as amended, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since There are no amendments or modifications to any Company SEC Documents that are required to be filed with or furnished to the SEC that have not yet been so filed or furnished. The Company has made available to Parent true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the Company (and its Subsidiaries) and the SEC occurring since January 1, 20142007, no executive officer and will, as promptly as practicable, make available to Parent any such correspondence sent or received after the date hereof. None of the Company has failed in SEC Documents is subject to any respect to make the certifications required of him ongoing SEC review or her under Section 302 or 906 outstanding SEC comment. None of the ▇▇▇▇▇▇▇▇Excluded Assets are included as assets on the balance sheets included in the 2009 Form 10-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents.K. (b) (i) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Documents financial statements (including any all related notes and schedules) presents fairly, of the Company included in the Company SEC Documents fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto) in conformity with GAAP (except, in the aggregatecase of the unaudited statements, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the Original Agreement Date by it with or to the SEC since January 1, 2014 U.S. Securities and Exchange Commission (the “SEC” and all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementreports, the “Company SEC Documents”) and has timely paid all fees due in connection therewithsince January 1, 2018. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted 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, not materially misleading. Since None of the Company’s Subsidiaries are, or at any time since January 1, 20142018 have been, no executive officer required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company has failed included in the Company SEC Documents (the “Company Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto, or with respect to make pro forma financial information, subject to the certifications required of him qualifications stated therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or her under Section 302 or 906 in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ SEC, the Exchange Act and the Securities Act. . (c) As of the date of this AgreementOriginal Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each . As of the consolidated balance sheets included in or incorporated by reference into Original Agreement Date, none of the Company SEC Documents (including any related notes and schedules) presents fairlyis, in all material respects, or, in to the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each knowledge of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case subject of Company ongoing SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyreview. (cd) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any or has a commitment to become a party toeffect, enter into or create, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangementsarrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of the SEC). (d) Since January 1such Contract is to avoid disclosure of any material transaction involving, 2014or material liabilities of, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of its Subsidiaries in the Company Financial Statements or any Subsidiary of the other Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanySEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished otherwise transmitted all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished otherwise so transmitted, as applicable, by it with or to the SEC (including under the Securities Act and the Exchange Act) since January 1, 2014 2015 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Company SEC Documents complied in all material respects with the requirements (A) of the Securities Act, (B) the Exchange Act and (C) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, in each case, the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since None of the Company’s Subsidiaries is, or at any time since January 1, 20142015 has been, no required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. The Company is in compliance in all material respects with the applicable listing and corporate governance rules of NASDAQ. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesthe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and their consolidated income, results of its date operations, changes in financial position and cash flows and stockholders’ equity for the respective periods then ended, all in accordance with U.S. generally accepted accounting principles (“GAAP”), (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been were prepared in accordance conformity with GAAP (subjectexcept, in the case of the unaudited statements, as permitted by Form 10-Q and subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements Subsidiaries and (iv) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed , as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or proceduresapplicable. No financial statements of any Person person other than the Company and its consolidated Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2015, and to the date of this Agreement, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy, promulgations by the Financial Accounting Standards Board or applicable Law. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The From January 1, 2012 through the date of this Agreement, the Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statementsdocuments and reports with the SEC (such forms, documents and reports (including exhibits and all other information incorporated thereinreports, the "Company SEC Documents") required to be filed or furnished prior to the date hereof by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewithSEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the dates date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer None of the Company has failed in any respect SEC Documents is, to make the certifications required of him or her under Section 302 or 906 knowledge of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As Company, the subject of the date of this Agreement, there are no ongoing SEC review or outstanding or unresolved comments in any comments. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters of the staff of received and response letters submitted and other correspondence with the SEC received by the Company relating with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. None of the Company Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (b) (i) Each of the The consolidated balance sheets included in or incorporated by reference into the Company SEC Documents financial statements (including any all related notes and schedules) presents fairly, of the Company included in the Company SEC Documents when filed complied as to form in all material respects, or, respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the case time of Company SEC Documents filed after the date hereof, will such filing and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto) in conformity with United States Generally Accepted Accounting Principles ("GAAP") (except, in the aggregatecase of the unaudited statements, material, and to the absence of notes and footnote disclosureextent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its the Company Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its the Company Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “"off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014in each case where the result, none purpose or effect of the Company nor such Contract is to avoid disclosure of any Subsidiary of the Company normaterial transaction involving, to the knowledge of the Companyor material liabilities of, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of Subsidiaries in the Company's financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The From January 1, 2014, the Company and each of its Subsidiaries have timely has filed or furnished all registration statements, prospectuses, forms, definitive proxy statements, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) with the SEC required to be filed or furnished by it with under the Securities Act or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amendedExchange Act, as of the date of the last such amendment (and, in the case of registration statements and proxy statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in together with all material respects with the requirements of the Securities Act, the Exchange Act and certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed or furnished by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Documents”). As of their respective dates, or, if supplemented, modified or amended, as of the date of (and giving effect to) the last such supplement, modification or amendment, the Company SEC Documents complied (or, with respect to Company SEC Documents filed after the date hereof, will comply), in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder, and none of the Company SEC Documents contained (or, with respect to Company SEC Documents filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Documents filed after the date hereof, will 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, not misleading. Since None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. The Company has made available (by public filing with or furnishing to the SEC or otherwise) to Parent true, correct and complete copies of all material written correspondence since January 1, 20142014 between the SEC, no executive officer on the one hand, and the Company or any Company Subsidiary, on the other hand. To the Knowledge of the Company, none of the Company has failed in any respect to make SEC Documents is the certifications required subject of him ongoing SEC review or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documentscomment. (b) (i) Each of the consolidated balance sheets financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesi) presents fairlywhen filed complied, or will comply, as the case may be, as to form, in all material respects, orwith the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, in the case of Company SEC Documents filed after the date hereof, will present fairly(ii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto) and was prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”) (except, in the aggregatecase of the unaudited statements, material, and to the absence of notes and footnote disclosureextent permitted by applicable securities Laws) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). . (c) The Company Financial Statements have been prepared fromand each Company Subsidiary has established and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that is sufficient, and are in accordance in all material respects withrespects, to provide reasonable assurances (i) regarding the books reliability of financial reporting and records the preparation of its consolidated financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of management and the Company Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and the Company Subsidiaries’ assets. The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or 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 Company’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 Company required under the Exchange Act with respect to such reports. The management of the Company has disclosed, based on its consolidated Subsidiariesmost recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (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) under the Exchange Act) that would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company Financial Statements comply as to form is in compliance in all material respects with the all applicable requirements provisions of the Exchange Act and the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. PricewaterhouseCoopers LLC has not resigned (No current or informed former attorney representing the Company that it intends to resign) or been dismissed as independent public accountants any Company Subsidiary has reported in writing evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company as a result or any Company Subsidiary, or any of their respective officers, directors, employees or in connection with agents, to the current Company Board or any disagreement with the Company on a matter of accounting principles committee thereof or practices, financial statement disclosures to any current director or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements executive officer of the Company. (c) Neither . For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning ascribed to them in Public Company nor any of its Subsidiaries is a party toAccounting Oversight Board Auditing Standard 2, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K effect as of the SEC)date of this Agreement. (d) Since January 1, 2014, none Each of the principal executive officer and the principal financial officer of the Company nor any Subsidiary of the Company nor, to the knowledge (or each former principal executive officer and each former principal financial officer of the Company, any director, officer, employee, auditor as applicable) has made all certifications required by Rule 13a-14 or accountant 15d-14 under the Exchange Act and Sections 302 and 906 of the Company or any Subsidiary ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters 2002 with respect to the Company or any Subsidiary SEC Documents, and the statements contained in such certifications were true and accurate, in all material respects, as of the Companydate such certifications were made.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely filed or furnished all All forms, schedules, statements, certifications, reports and other documents and reports (including exhibits and all other information incorporated by reference therein) required to be have been filed or furnished by it the Company with or to the SEC since January 1, 2014 2022 (all such formsthe “Company SEC Reports”) have been so filed on a timely basis and, schedules, statements, documents and reports filed or furnished by the Company or any as of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewithare publicly available on ▇▇▇▇▇. As of their respective dates the time it was filed with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of the last such amendment (andthis Agreement, in the case of registration statements and proxy statements, then on the dates date of effectiveness and the dates such filing): (i) each of the relevant meetings, respectively), the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities ActAct and the Exchange Act (as the case may be); and (ii) none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated in such Company SEC Report or necessary in order to make the statements in such Company SEC Report, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Reports: (i) complied as to form in all material respects with the rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be expressly indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by the SEC); and (iii) fairly presented in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered in each statement. The Company is not a party to and does not have any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract, in each case, where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Reports. (c) The Company maintains disclosure controls and procedures and internal control over financial reporting required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act and internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) as required by the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurances (i) that all material information concerning the Company required to be disclosed is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (ii) as to the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s independent auditors and the audit committee of the Company Board and in a Company SEC Report (A) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the Nasdaq and, since January 1, 2022, has not received any written notice from the Nasdaq asserting any non-compliance with such rules and regulations. (d) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amendedapplicable to it. The Company has no outstanding, and the rules and regulations promulgated thereunder (the has not arranged any outstanding, “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none extension of the Company SEC Documents contained credit” to any untrue statement of a material fact director or omitted 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, not misleading. Since January 1, 2014, no executive officer within the meaning of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1September 30, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after 2017 through the date of this Agreement, hereof (the “Company SEC DocumentsReports”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted 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, not misleading. Since No Subsidiary of the Company is, or at any time since January 111, 20142016, no has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct in connection with the SEC Reports. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC DocumentsReports. As of the date hereof, none of the SEC Reports is, to the Company’s Knowledge, the subject of ongoing SEC review. (b) The consolidated financial statements (itaking into account all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents Reports (including any related notes and schedulesi) presents fairly, fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s their operations, their consolidated statements of operations and comprehensive lossincomes, their consolidated changes in stockholders’ equity (deficit) and their consolidated cash flows included for the respective periods then ended, (ii) were prepared in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes conformity with GAAP in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, effect as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP respective dates thereof (subjectexcept, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, ) and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements (iii) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed Act in effect as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyrespective dates thereof. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or personPerson, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of promulgated by the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the Company will file with the Commission (and upon written request provide the Holders with copies thereof without cost to each Holder, within five days after receipt of its Subsidiaries have timely filed or furnished all formssuch request), schedules, statements, documents within the time period specified in the Commission’s rules and reports regulations for non-accelerated filers (including exhibits and any grace period provided pursuant to Rule 12b-25 of the Exchange Act): (i) annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the Commission; (ii) reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the Commission; and (iii) promptly after the occurrence of any of the following events, all other information incorporated therein) current reports that would be required to be filed with the Commission on Form 8-K or furnished by it with any successor or to the SEC since January 1, 2014 comparable form (all such forms, schedules, statements, documents and reports filed or furnished by if the Company had been a reporting company under Section 15(d) of the Exchange Act): provided, that the foregoing shall not obligate the Company to make available a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates orany director, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact manager or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in (or any of its Subsidiaries): (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to make the certifications required of him acquisitions or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there dispositions that are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating significant pursuant to the Company SEC Documents.definition of “Significant Subsidiary”); (bC) bankruptcy; (iD) Each cross-acceleration of the consolidated balance sheets included direct material financial obligations; (E) a change in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as certifying independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.auditor;

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits all exhibits, amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by it with the SEC since January 1, 2010 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2014 (all such forms2010, scheduleswith any amendments thereto, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementcollectively, the “Company SEC DocumentsReports”) and has timely paid all fees due in connection therewith. As ), each of their respective dates orwhich, if amendedincluding any financial statements or schedules included therein, as of finally amended prior to the date of the last such amendment (andhereof, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none the rules and regulations of the SEC promulgated thereunder. None of the Company’s Subsidiaries or Significant Joint Ventures is required to file periodic reports with the SEC. None of the Company SEC Documents contained Reports filed prior to the date of this Agreement contained, when filed with the SEC or, if amended, as of the date of the last amendment prior to the date of this Agreement, any untrue statement of a material fact or omitted to state any 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. (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, where applicable) fairly presents in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to normal year-end adjustments and other adjustments described therein, including the notes thereto). Since Each of such consolidated financial statements (including the related notes and schedules, where applicable) complied, as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC), consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The Company has made available to the Buyer complete and correct copies of (i) all management representation letters delivered by the Company or its management to the Company’s auditors in connection with the audit of the Company’s 2011 consolidated financial statements and (ii) all material correspondence with the SEC from January 1, 20142010 to the date hereof. (c) The Company has disclosed, no executive officer based on its most recent evaluation of internal control over financial reporting, to the Buyer, the Company’s independent accountants and the audit committee of the Board of Directors of the Company any (i) “significant deficiency” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (ii) “material weakness” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has failed not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in any respect Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required of him or her under Section pursuant to Sections 302 or and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits all exhibits, amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by it with the SEC since January 1, 2010 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2014 (all such forms2010, scheduleswith any amendments thereto, statementscollectively, documents and reports filed or furnished by the "Company or any SEC Reports"), each of its Subsidiarieswhich, including documents and reports filed any financial statements or furnished after schedules included therein, as finally amended prior to the date of this Agreementhereof, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, complied as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”"), as the case may be, and none the rules and regulations of the SEC promulgated thereunder. None of the Company's Subsidiaries or Significant Joint Ventures is required to file periodic reports with the SEC. None of the Company SEC Documents contained Reports filed prior to the date of this Agreement contained, when filed with the SEC or, if amended, as of the date of the last amendment prior to the date of this Agreement, any untrue statement of a material fact or omitted to state any 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. (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, where applicable) fairly presents in all material respects the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to normal year-end adjustments and other adjustments described therein, including the notes thereto). Since Each of such consolidated financial statements (including the related notes and schedules, where applicable) complied, as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC), consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The Company has made available to Parent complete and correct copies of (i) all management representation letters delivered by the Company or its management to the Company's auditors in connection with the audit of the Company's 2011 consolidated financial statements and (ii) all material correspondence with the SEC from January 1, 20142010 to the date hereof. (c) The Company has disclosed, no executive officer based on its most recent evaluation of internal control over financial reporting, to Parent, the Company's independent accountants and the audit committee of the Board of Directors of the Company any (i) "significant deficiency" in the Company's internal controls over financial reporting that are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information, (ii) "material weakness" in the Company's internal controls over financial reporting that are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company's internal controls over financial reporting. There is no outstanding "significant deficiency" or "material weakness" which the Company's independent accountants certify has failed not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in any respect Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required of him or her under Section pursuant to Sections 302 or and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. The Company has previously furnished or made available to Purchaser complete and accurate copies, as amended or supplemented, of its (a) Form 10-Q for the period ended September, 2002 as filed with the Securities and Exchange Commission (“SEC”) and (b) all other reports filed by the Company under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January, 2002 (such reports are collectively referred to herein as the “Company Reports”). The Company and each Reports constitute all of its Subsidiaries have timely filed or furnished all forms, schedules, statements, the documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company under Section 13 or any subsections (a) or (c) of its SubsidiariesSection 14 of the Securities Exchange Act of 1934, including documents and reports filed or furnished after as amended (the “Exchange Act”) with the SEC from January, 2002 through the date of this Agreement. The Company Reports have been duly and timely filed, the “Company SEC Documents”) and has timely paid all fees due were in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied compliance in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may bewhen filed, and none were complete and correct in all material respects as of the dates at which the information therein was furnished. As of their respective dates, the Company SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1, 2014, no executive officer The audited financial statements and unaudited interim financial statements of the Company has failed included in any respect the Company Reports (i) complied as to make form in all material respects with applicable accounting requirements and the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff published rules and regulations of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairlywith respect thereto when filed, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been were prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) generally accepted accounting principles applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are in accordance in all material respects with, consistent with the books and records of the Company and its consolidated SubsidiariesCompany. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to To the knowledge of the Company, any directorall reports required to be filed by stockholders, officer, employee, auditor or accountant officers and directors of the Company or any Subsidiary pursuant to Section 16(a) of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanyExchange Act have been timely filed.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed with or otherwise furnished to the SEC all forms, reports, schedules, statements, statements and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with under the Securities Act or to the SEC Exchange Act since January 1, 2014 2000 and prior to the date hereof (all such documents, as supplemented or amended since the time of filing, the "Company SEC Reports"). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements, documents and reports filed statements or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewithother documents. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)dates, the Company SEC Documents Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (i) complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained ii) did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each The audited and unaudited consolidated financial statements of the consolidated balance sheets Company included in (or incorporated by reference into reference) in the Company SEC Documents Reports (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and (ii) each the consolidated results of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been , and in each case were prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments). The Company Financial Statements have been prepared from, and . (c) There are in accordance in all material respects with, the books and records no liabilities or obligations of any nature of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements or any of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are (whether accrued, contingent, absolute, determined, determinable or otherwise), whether due or to become due, which would be required by GAAP to be included in the recorded or reflected on a consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary other than (i) liabilities or obligations disclosed or provided for in the Company SEC Reports or Balance Sheet or disclosed in the notes thereto; (ii) liabilities or obligations incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice and (iii) liabilities under this Agreement or incurred in connection with the transactions contemplated hereby or disclosed in Section 4.14 of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the CompanyDisclosure Letter.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesstatements, statementscertifications, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents 2017 and reports filed or furnished by prior to the Company or any suspension of its Subsidiaries, including documents duty to file reports under Section 13 and reports filed or furnished after 15(d) of the date of this AgreementExchange Act (as amended and supplemented from time to time, the “Company SEC Documents”) and has timely paid all fees due ), each of which, in connection therewith. As each case as of their respective dates its date, or, if amended, as of finally amended prior to the date of the last such amendment (andthis Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of received from the SEC received by the Company relating with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesif amended, as of the date of the last such amendment) presents fairly, fairly presented in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto), and were prepared in all material respects in conformity with GAAP (except, in the aggregatecase of the unaudited statements, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, None of the books and records Subsidiaries of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as is required to form in all material respects file periodic reports with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the CompanySEC. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely filed or furnished all forms, schedulesdocuments, statements, documents statements and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the date hereof by it them with or to the Securities and Exchange Commission (the “SEC”) since January 1, 2004 (the forms, documents, statements and reports filed with the SEC since January 1, 2014 (all such forms, schedules, statements, documents 2003 and reports those filed or furnished by with the Company or any of its Subsidiaries, including documents and reports filed or furnished after SEC subsequent to the date of this Agreement, if any, including any amendments thereto) (the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates dates, or, if amended, as of the date of the last such amendment (and, in prior to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20021933, as amendedamended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and none the applicable rules and regulations promulgated thereunder. None of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to in order make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Company and its Subsidiaries have filed all forms, documents, statements and reports required to be filed prior to the date hereof by them with the securities regulatory authorities of each applicable province of Canada (the “CSA”) on the SEDAR system since January 1, 2004 (the forms, documents, statements and reports filed with the CSA since January 1, 2003 and those filed with the CSA subsequent to the date of this Agreement, if any, including any amendments thereto (the “Company CSA Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Company CSA Documents complied, and each of the Company CSA Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the securities Laws of each applicable province of Canada, as the case may be, and the applicable rules and regulations promulgated thereunder. None of the Company CSA Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (bc) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents The financial statements (including any all related notes and schedules) presents fairly, of the Company and its Subsidiaries (such financial statements being consolidated to the extent applicable) included in the Company SEC Documents fairly present in all material respects, or, in respects the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date at the respective dates thereof, and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of their operations and their cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the aggregatecase of the unaudited statements or foreign Subsidiaries, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2014 2016 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementsince such date, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the ▇▇▇▇-▇▇▇▇▇ Act of 2010, as amended (the “▇▇▇▇-▇▇▇▇▇ Act”) and other applicable Law, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer None of the Company has failed in Company’s Subsidiaries is required to file any respect to make forms, reports or other documents with the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSEC. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments in any comment letters of the staff of from the SEC received by the Company relating staff with respect to any of the Company SEC Documents. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SEC. (b) (i) Each of the consolidated balance sheets financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesi) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date the respective dates thereof, and (ii) each the consolidated results of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into for the Company SEC Documents respective periods then ended (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, orsubject, in the case of Company SEC Documents filed after unaudited interim statements, to normal year-end audit adjustments that are not material in amount or nature and to any other adjustments described therein, including the date hereofnotes thereto), will present fairly, (ii) were prepared in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared respects in accordance conformity with GAAP U.S. generally accepted accounting principles (subject“GAAP”) (except, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in as permitted by the aggregate, material, and the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance (iii) comply as to form, in all material respects withrespects, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable accounting requirements of under the Securities Act, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants applicable rules and regulations of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the CompanySEC. (c) Neither the Company nor any of its Subsidiaries is a party tois, nor does it have or has any commitment to become become, a party to, to any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or personPerson, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of the SEC). (d) Since January 1such Contract is to avoid disclosure of any material transaction involving, 2014or material liabilities of, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of its Subsidiaries in the Company, has received Company SEC Documents (including any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods audited financial statements and unaudited interim financial statements of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companyincluded therein).

Reports and Financial Statements. (a) The Since January 1, 2005, or the date of organization or acquisition if later, each of the Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, reports and statements, documents and reports (including exhibits and all other information incorporated therein) together with any amendments required to be filed or furnished by made with respect thereto, that it was required to file with or to (i) the SEC since January 1SEC, 2014 (all such formsincluding, schedulesbut not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, documents (ii) other Regulatory Authorities, and reports filed (iii) any applicable state securities or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewithbanking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), including the Company SEC Documents Financial Statements, exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Actits respective date, the Exchange Act each such report and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained document did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1, 2014, no executive officer The Company Financial Statements included in such reports (as of the Company has failed in any respect to make dates thereof and for the certifications required of him periods covered thereby) (A) are or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of if dated after the date of this Agreement, there are no outstanding or unresolved comments will be, in any comment letters accordance with the books and records of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in Company, which are or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairlywill be, in all material respects, or, in as the case of Company SEC Documents filed after may be, complete and correct and which have been or will have been, as the date hereofcase may be, maintained in accordance with applicable legal and accounting principles and reflect only actual transactions and (B) present, or will present fairlypresent, in all material respects, fairly the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates indicated and (ii) each the consolidated results of the Company’s consolidated statements of operations and comprehensive lossoperations, changes in stockholders’ equity (deficit) equity, and cash flows included in or incorporated by reference into of the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with for the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairlyperiods indicated, in all material respects, accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited interim financial statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, not material, and the absence of notes and footnote disclosure). (b) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated have designed and maintain a system of internal control over financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” reporting (as defined in Item 303(aRules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of Regulation S-K financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since December 31, 2006, there has not been any material change in the internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosures and to allow the Company’s management to make the certifications of the SEC). (d) Since January 1, 2014, none Chief Executive Officer and Chief Financial Officer of the Company nor any Subsidiary of required under the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company1934 Act.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished all forms, schedulesdocuments, statementscertifications, documents statements and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1December 31, 2014 2013 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its SubsidiariesCompany, including documents and reports filed all exhibits, supplements or furnished after the date of this Agreementschedules thereto, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1December 31, 20142013, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. No Subsidiary of the Company nor, to the knowledge of the Company, any of the Facility Entities, is subject to the periodic reporting requirements of the Exchange Act or is subject to the periodic reporting requirements of any foreign Governmental Entity that performs a similar function to that of the SEC or any applicable foreign securities Law of any exchange or quotation service. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any the related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries and Facility Entities as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries and Facility Entities for the periods set forth therein. The therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of notes), (iii) the Company Financial Statements (A) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and Facility Entities and (B) are in conformity with GAAP U.S. generally accepted accounting principles (subject“GAAP”) (except, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosurenotes) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The , and (iv) the Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books with and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. As of the date hereof, PricewaterhouseCoopers LLC LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any Contractual commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1December 31, 20142013, (i) none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant Representative of the Company or any Subsidiary of the Company, has received any material written complaint, allegation, assertion allegation or claim, whether written or oral, claim regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegationallegation or claim, assertion whether written or claim to a compliance hotline or similar reporting method, from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a violation of securities Laws or breach of fiduciary duty by the Company, any Subsidiary of the Company or any of their respective Representatives to the Company Board of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished on a timely basis all forms, schedules, registration statements, reports and other documents and reports (including all exhibits and all other information incorporated thereinamendments thereto) required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2014 2007 (the “Applicable Date”), and the Company will file prior to the Effective Time all forms, registration statements, reports and other documents (including all exhibits and amendments thereto) with the SEC that are required to be filed by it prior to such time (all such forms, schedules, registration statements, documents reports and reports filed or furnished by the Company or any of its Subsidiariesother documents, including documents exhibits and reports filed or furnished after amendments thereto since the date of this AgreementApplicable Date, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective filing dates (or, if amendedamended by a filing prior to the date of this Agreement, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), amended filing) the Company SEC Documents complied or will comply, as the case may be, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20021933, as amended, and the rules and regulations promulgated thereunder amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act”)) and the Exchange Act, as the case may be, and as in effect as of the time such Company SEC Document was, or will be, filed. As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, as of the date of such amended filing), none of the Company SEC Documents contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit, as the case may be, 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, not misleading. Since January 1, 2014, no No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to any Company SEC Document. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and correct copies of all Company SEC Documents filed on or prior to the date of this Agreement have been furnished to the Parents or their respective Representatives or are publicly available through the SEC’s Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database. Except for (i) requests to extend the duration of confidential treatment of redacted portions of exhibits filed with the SEC, (ii) correspondence relating to SEC reviews and comments as to which no comments remain outstanding and (iii) as are available on the ▇▇▇▇▇ database, the Company has provided to the Parents or their respective Representatives copies of all correspondence sent to or received from the SEC by or on behalf of the Company and its Subsidiaries since the Applicable Date. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Company SEC Documents. Since the Applicable Date (subject to any applicable grace periods), the Company has been and is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market and with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters none of the staff of the SEC received by the Company relating Company’s Subsidiaries is subject to the Company SEC Documentsreporting requirements of Section 13(a) or Section 15(d) under the Exchange Act. (b) (i) Each The consolidated financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any all related notes and schedules, where applicable) presents fairlydo or will, as the case may be, fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date at the respective dates thereof, and (ii) each of the Company’s their consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and consolidated cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statementsquarterly financial statements filed on Form 10-Q, to notes and normal recurring year-end audit adjustments that are notand to any other adjustments described therein, individually or as permitted by the SEC on Form 10-Q) in the aggregate, material, and the absence of notes and footnote disclosureaccordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q). The Company Financial Statements have been prepared from, and There are in accordance in all material respects with, the books and records no unconsolidated Subsidiaries of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating arrangements of the type required to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in be disclosed pursuant to Item 303(a303(a)(4) of Regulation S-K of promulgated under the SECSecurities Act (“Regulation S-K”). (d) Since January 1, 2014, none of that have not been so described in the Company nor any Subsidiary of the Company nor, SEC Documents filed prior to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companydate hereof.

Reports and Financial Statements. (a) The Since January 1, 1994, the Company and each of its Subsidiaries have timely has filed or furnished with the SEC all material forms, schedules, statements, reports and documents and reports (including exhibits all exhibits, post-effective amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements under each of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act respective rules and regulations thereunder, all of 2002which, as amendedamended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations promulgated thereunder thereunder. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the year ended December 31, 1996, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1995, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by the Company with the SEC since January 1, 1995 (other than registration statements filed on Form S-8) (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the case may be"Company SEC Reports"). As of their respective dates, and none of the Company SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any 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. Since January 1, 2014, no executive officer The audited consolidated financial statements of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents Company's Annual Report on Form 10-K for the year ended December 31, 1996 (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respectscollectively, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “"Company Financial Statements”") presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, ) and are in accordance in all material respects with, fairly present the books and records financial position of the Company and its consolidated Subsidiaries. The Company Financial Statements comply subsidiaries as to form in all material respects with the applicable requirements of the Exchange Act dates thereof and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed results of their operations and changes in financial position for the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyperiods then ended. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished by it with or to the SEC (including under the Securities Act and the Exchange Act) since January 1July 31, 2014 2015 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. None of the Company’s Subsidiaries is, or at any time since July 31, 2015 has been, required to file any forms, reports or other documents with the SEC. Since January 1July 31, 20142015, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC DocumentsDocuments and (ii) none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents filed since July 31, 2015 (including any related notes and schedulesi) presents fairly, fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date their operations and their consolidated cash flows for the respective periods then ended, (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes were prepared in stockholders’ equity conformity with U.S. generally accepted accounting principles (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules“GAAP”) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subjectexcept, in the case of the unaudited statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply subsidiaries in all material respects and (iv) complied, as to form of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC KPMG LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement disagreements with the Company on a matter of accounting principles or practices, financial statement disclosures disclosure or auditing scope, practices scope or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyprocedure. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material off-balance sheet joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1July 31, 20142015, none of the Company nor or any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor auditor, accountant or accountant representative of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and Company, each of its Subsidiaries and each of the Funds have timely filed or furnished (i) all formsreports, schedules, statementsforms, statements and other documents and reports (including exhibits and all other information incorporated therein) than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be filed or furnished by it them with or to the SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 2014 1998 (the items described in clauses (i) and (ii), collectively, including all such formsexhibits thereto, the "Regulatory Reports") and have paid all fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. None of the reports, schedules, statementsforms, statements and other documents and reports filed or furnished by the Company or Company, any of its SubsidiariesSubsidiaries or Funds with any Governmental Authority since January 1, including documents and reports filed 1998, as of their respective dates (and, if amended or furnished after superseded by a filing prior to the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of then on the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyfiling), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any 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. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the audited consolidated balance sheets financial statements and unaudited interim financial statements (including the related notes) included in or incorporated by reference into the Company SEC Documents (including Regulatory Reports filed with any related notes and schedules) presents fairlySelf-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material respects, or, in 20 23 respects with applicable accounting requirements and the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive lossSelf Regulatory Organization with respect thereto, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subjectexcept, in the case of the unaudited statements, to normal recurring yearas permitted by Form 10-end audit adjustments that are not, individually or in Q of the aggregate, material, and the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from) and present fairly, and are in accordance in all material respects withrespects, the books consolidated financial position and records consolidated results of operations and cash flows of the Company and its consolidated Subsidiarieseach Subsidiary of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that are not material. The Company Financial Statements comply All of such Regulatory Reports, as of their respective dates (and as of the date of any amendment to form the respective Regulatory Report prior to the date of this Agreement), complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the CompanyApplicable Law. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have (including each predecessor of any such Subsidiary prior to it becoming a Subsidiary) has timely filed or furnished all formsregistrations, statements, schedules, statementsforms, documents, reports and other documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the date hereof by it with or to the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2014 2011 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesthe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, changes in stockholders’ equity (deficit) and their consolidated cash flows included in or incorporated by reference into for the Company SEC Documents respective periods then ended (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, orsubject, in the case of Company SEC Documents filed after unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described therein, including the date hereofnotes thereto), will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been (ii) were prepared in accordance conformity with GAAP U.S. generally accepted accounting principles (subject“GAAP”) (except, in the case of the unaudited statements, subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , and (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiariessubsidiaries. The books and records of the Company Financial Statements comply as to form and its Subsidiaries have been, and are being, maintained in all material respects in accordance with the GAAP and any other applicable requirements of the Exchange Act legal and the Securities Actaccounting requirements. PricewaterhouseCoopers LLC LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement disagreements with the Company on a matter of accounting principles or practices, financial statement disclosures disclosure or auditing scope, practices scope or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Companyprocedure. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have has timely filed or furnished otherwise transmitted all forms, schedules, statements, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished otherwise so transmitted, as applicable, by it with or to the SEC (including under the Securities Act and the Exchange Act) since January 1, 2014 2020 (all such forms, schedules, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreement, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Company SEC Documents complied in all material respects with the requirements (A) of the Securities Act, (B) the Exchange Act and (C) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, in each case, the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since None of the Company’s Subsidiaries is, or at any time since January 1, 20142020, no has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. The Company is in compliance in all material respects with the applicable listing and corporate governance rules of NASDAQ. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedulesthe “Company Financial Statements”) presents fairly, (i) fairly present in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and their consolidated income, results of its date operations, changes in financial position and cash flows and stockholders’ equity for the respective periods then ended, all in accordance with U.S. generally accepted accounting principles (“GAAP”), (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been were prepared in accordance conformity with GAAP (subjectexcept, in the case of the unaudited statements, as permitted by Form 10-Q and subject to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements , (iii) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements Subsidiaries and (iv) comply as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed , as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or proceduresapplicable. No financial statements of any Person person other than the Company and its consolidated Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2020, and to the date of this Agreement, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy, promulgations by the Financial Accounting Standards Board or applicable Law. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesstatements, statementscertifications, documents and reports (including exhibits and all other information incorporated therein) required to be filed or furnished prior to the date hereof by it with or to the SEC since January 1, 2014 (all such forms, schedules, statements, documents as amended and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementsupplemented from time to time, the “Company SEC Documents”) and has timely paid all fees due in connection therewith. As since January 31, 2015, each of their respective dates which, on the date filed or furnished with the SEC (or, if amended, as of amended or superseded by a filing prior to the date of the last such amendment (and, in the case of registration statements and proxy statementsthis Agreement, on the dates date of effectiveness and the dates of the relevant meetings, respectivelysuch amended or superseded filing), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and on such date, none of the Company SEC Documents contained any untrue statement of a material fact or omitted 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, not misleading. Since January 1, 2014, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in any comment letters of the staff of received from the SEC received by the Company relating with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is the subject of outstanding SEC comment or outstanding SEC investigation. None of the Subsidiaries of the Company are, or have been at any time since February 2, 2013, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) The consolidated financial statements (iincluding all related notes and schedules) Each of the consolidated balance sheets Company and its Subsidiaries included in or incorporated by reference into in the Company SEC Documents (including any related notes and schedulesif amended, as of the date of the last such amendment) presents fairly, fairly present in all material respects, or, or in the case of Company SEC Documents filed after the date hereofof this Agreement, will fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of its date and (ii) each of the Company’s consolidated statements of their operations and comprehensive loss, their consolidated cash flows and changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that and to any other adjustments described therein, including the notes thereto and which are not, not material individually or in the aggregate, material), and were prepared or will be prepared, as applicable, in all material respects in conformity with GAAP (except, in the absence case of notes and footnote disclosurethe unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records As of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practicesdate hereof, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither neither the Company nor any of its Subsidiaries is a party to, nor does it have or has any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of promulgated by the SEC). (d) Since January 1, 2014, none of which would be reasonably likely to have a material effect on the Company nor any Subsidiary of the Company norand its Subsidiaries, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Companytaken as a whole.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely filed or furnished all forms, schedulesdocuments, statements, documents reports and reports (including exhibits and all other information incorporated therein) materials, together with any amendments required to be made thereto, required to be filed or furnished by it them with or to the SEC since January 1, 2014 2007 (all such the forms, schedulesdocuments, statements, documents reports and reports other materials, together with any amendments required to be made thereto, filed or furnished by with the Company or any of its SubsidiariesSEC since January 1, 2007, including documents and reports filed or furnished after the date of this Agreementany amendments thereto, the “Company SEC Documents”) and has timely paid all fees due in connection therewith). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)dates, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act▇ct”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading. Since January 1, 2014, no executive officer No Subsidiary of the Company has failed in any respect is subject to make the certifications required of him or her under Section 302 or 906 periodic reporting requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents The financial statements (including any all related notes and schedules) presents fairly, of the Company and its Subsidiaries included in the Company SEC Documents complied as to form in all material respectsrespects with the published rules and regulations of the SEC with respect thereto, or, in the case of Company SEC Documents filed after the date hereof, will fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date at the respective dates thereof, and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of their operations and their cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the respective periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that and to any other adjustments expressly described therein, including the notes thereto, none of which are notexpected to be material) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, individually or in the aggregatecase of the unaudited statements, material, and as permitted by the absence of notes and footnote disclosureSEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the The Company nor any of and its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, established and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any maintain “off-balance sheet arrangementsdisclosure controls and procedures” (as such term is defined in Item 303(aRules 13a-15(e) of Regulation S-K and 15d-15(e) under the Exchange Act). The Company’s and its Subsidiaries’ disclosure controls and procedures are designed to reasonably ensure that information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC). (d) Since January 1, 2014, none and that all material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 of the Company nor any Subsidiary Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company2002.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries have timely has filed or furnished all forms, schedulesreports, statements, certifications and other documents and reports (including exhibits all exhibits, amendments and all other information incorporated thereinsupplements thereto) required to be filed or furnished by it with the SEC since January 1, 2010 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2014 (all such forms2010, scheduleswith any amendments thereto, statements, documents and reports filed or furnished by the Company or any of its Subsidiaries, including documents and reports filed or furnished after the date of this Agreementcollectively, the “Company SEC DocumentsReports”) and has timely paid all fees due in connection therewith. As ), each of their respective dates orwhich, if amendedincluding any financial statements or schedules included therein, as of finally amended prior to the date of the last such amendment (andhereof, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and none the rules and regulations of the SEC promulgated thereunder. None of the Company’s Subsidiaries or Significant Joint Ventures is required to file periodic reports with the SEC. None of the Company SEC Documents contained Reports filed prior to the date of this Agreement contained, when filed with the SEC or, if amended, as of the date of the last amendment prior to the date of this Agreement, any untrue statement of a material fact or omitted to state any 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. (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, where applicable) fairly presents in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to normal year-end adjustments and other adjustments described therein, including the notes thereto). Since Each of such consolidated financial statements (including the related notes and schedules, where applicable) complied, as of the date of filing, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC), consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The Company has made available to Parent complete and correct copies of (i) all management representation letters delivered by the Company or its management to the Company’s auditors in connection with the audit of the Company’s 2011 consolidated financial statements and (ii) all material correspondence with the SEC from January 1, 20142010 to the date hereof. (c) The Company has disclosed, no executive officer based on its most recent evaluation of internal control over financial reporting, to Parent, the Company’s independent accountants and the audit committee of the Board of Directors of the Company any (i) “significant deficiency” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (ii) “material weakness” in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has failed not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in any respect Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required of him or her under Section pursuant to Sections 302 or and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. (b) (i) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and (ii) each of the Company’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Company Financial Statements”) presents fairly, in all material respects, or, in the case of Company SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein. The Company Financial Statements have been prepared in accordance with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that are not, individually or in the aggregate, material, and the absence of notes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries. The Company Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. PricewaterhouseCoopers LLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, none of the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor or accountant of the Company or any Subsidiary of the Company, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company.